SOGEN FUNDS INC, 485APOS, 2000-04-03

SOGEN FUNDS INC
485APOS, 2000-04-03

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<PAGE>

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. 9 [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)

[ ] on (date) pursuant to paragraph (b)

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

[x] on June 2, 2000 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, INC.

PROSPECTUS

JUNE 2, 2000

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

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

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

<PAGE>

Welcome to First Eagle SoGen Funds Inc., managed by Arnhold and S.
Bleichroeder Advisers, Inc., (the 'Adviser'), a wholly owned subsidiary of
Arnhold and S. Bleichroeder, Inc. Societe Generale Asset Management Corp. ('SGAM
Corp.') was acquired by Arnhold and S. Bleichroeder, Inc. 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 will continue to manage the
portfolios of the Funds.

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

Investment 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 (for example Japan, Canada, and the United Kingdom) and may
invest in emerging markets (for example, India and Korea).

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, platimum 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, including certificates of
deposit, banker's acceptances, commercial paper, U.S. dollar-denominated high
quality foreign debt securities and other 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 rise or fall in value.

You could make money or lose money.

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

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

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
----
<S> <C>
The Funds................................................... 3
About First Eagle SoGen Global Fund..................... 3
Objective and Approach.............................. 3
Related Risks....................................... 3
The Fund's Performance.............................. 4
The Global Fund's Fees and Expenses................. 5
About First Eagle SoGen Overseas Fund................... 6
Objective and Approach.............................. 6
Related Risks....................................... 6
The Fund's Performance.............................. 7
The Overseas Fund's Fees and Expenses............... 8
About First Eagle SoGen Gold Fund....................... 9
Objective and Approach.............................. 9
Related Risks....................................... 9
The Fund's Performance.............................. 10
The Gold Fund's Fees and Expenses................... 11
About First Eagle SoGen Money Fund...................... 13
Objective and Approach.............................. 13
Related Risks....................................... 13
The Fund's Performance.............................. 13
The Fund's Fees and Expenses........................ 14

Our Management Team......................................... 16
The Adviser............................................. 16
The Portfolio Managers..................................
Distribution and Shareholder Services Expenses.......... 16

About Your Investment....................................... 17
How to Purchase Shares.................................. 17
Where to Send Your Application.......................... 21
How Fund Share Prices Are Calculated.................... 21

Once You Become a Shareholder............................... 22
Exchanging Your Shares.................................. 22
Redemption of Shares.................................... 22
Receiving Dividends and Distributions................... 23

Information on Dividends, Distributions and Taxes........... 23
General Information..................................... 24
Federal Taxes........................................... 24
</TABLE>

<PAGE>

THE FUNDS

ABOUT FIRST EAGLE SOGEN GLOBAL FUND

OBJECTIVE AND APPROACH

The investment objective of the Global Fund is long-term growth of capital.
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. However, 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. If ever a change is made, it will
be done in the best interests of the shareholders. Shareholders will be notified
a minimum of sixty days in advance of any change in investment objective.

RELATED RISKS

Investing in the Global Fund involves various risks.

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
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
or 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 supervisions 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 investment in emerging markets.

Debt Securities

Securities with the lowest investment grade ratings are considered to be
medium grade and to have speculative characteristics. Debt securities that are
unrated are considered by the 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.

Market Risk

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

<PAGE>

Currency Exchange Transactions

The Global Fund may engage in currency exchange transactions to hedge
against losses in the U.S. dollar value of its portfolio securities resulting
from possible variations in exchange rates and not for speculation. A currency
exchange 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 Global Fund from adverse currency movements, the use of
such hedges may reduce or eliminate potential profits from currency fluctuations
that are otherwise in the Global Fund's favor.

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.

[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1990 1991 1992 1993 1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
(1.3) 17.93 8.41 26.15 2.52 15.24 13.64 8.54 (0.26) 19.59
</TABLE>

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

<TABLE>
<S> <C> <C>
Best Quarter 21.23% Third Quarter 1998
Worst Quarter (14.56)% Fourth Quarter 1997
</TABLE>

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 figures in the table assume that
you sold your shares at the end of each period.

AVERAGE ANNUAL TOTAL RETURN COMPARISONS TABLE
AS OF DECEMBER 31, 1999

<TABLE>
<CAPTION>
SINCE
1 YEAR 5 YEARS 10 YEARS INCEPTION*
------ ------- -------- ----------
<S> <C> <C> <C> <C>
First Eagle SoGen Global Fund
Class A shares............................. 19.56% 11.13% 10.71% 15.52%
Class I shares............................. 19.84% -- -- 17.74%
MSCI World Index............................... 24.93% 19.75% 11.42% 14.94%
</TABLE>

- ---------

* Class A shares commenced operation on and Class I shares commenced
operations on September 8, 1998.

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

<PAGE>

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.

<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........................................ % % %
---- ---- ----
Total Annual Operating Expenses................... % % %
---- ---- ----
</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 out of the
Global 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
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.............................. $619 $871 $1,142 $1,914
Class C shares.............................. $301 $671 $1,068 $2,306
Class I shares.............................. $103 $322 $ 558 $1,236
</TABLE>

<PAGE>

ABOUT FIRST EAGLE SOGEN OVERSEAS FUND

OBJECTIVE AND APPROACH

The investment objective of the Overseas Fund is long-term growth of
capital. To achieve its objective, the Overseas Fund will invest primarily in
equity securities of small and medium size non-U.S. companies and may invest in
securities traded in mature markets (for example, Japan, Canada and the United
Kingdom) and in emerging markets (for example, India and Korea). 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 can be
changed without shareholder approval. If ever a change is made, it will be done
in the best interest of the shareholders. 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.

RELATED RISKS

Investing in the Overseas Fund involves various risks.

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
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
or 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 supervisions 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 investment in emerging markets.

Debt Securities

Securities with the lowest investment grade ratings are considered to be
medium grade and to have speculative characteristics. Debt securities that are
unrated are considered by the Overseas 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.

<PAGE>

Market Risk

Smaller Companies

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
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.

Currency Exchange Transactions

The Overseas Fund may engage in currency exchange transactions to hedge
against losses in the U.S. dollar value of its portfolio securities resulting
from possible variations in exchange rates and not for speculation. A currency
exchange 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 Overseas Fund from adverse currency movements, the use of
such hedges may reduce or eliminate potential profits from currency fluctuations
that are otherwise in the Overseas Fund's favor.

Temporary Strategies

The Overseas Fund has the flexibility to respond promptly to changes in
market and economic conditions. Pursuant to a defensive strategy, the Overseas
Fund 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 Fund 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 Overseas Fund will employ defensive strategies.

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.

[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
7.79 11.79 14.53 3.02 2.53 33.19
</TABLE>

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>

<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.

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..................... 33.19% 12.49% 12.60%
(since August 31, 1993)
Class I shares..................... 33.51% -- 27.63%
(since September 2, 1998)
MSCI EAFE Index........................ 26.96% 12.82% 11.05%
(since August 31, 1993)
</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 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.

ANNUAL OPERATING EXPENSES
Management Fees....................................... 0.75% 0.75% 0.75%
Distribution (12b-1) Fees*............................ 0.25% 1.00% None
Other Expenses........................................ % % %
---- ---- ----
---- ---- ----
Total Annual Operating Expenses....................... % % %
---- ---- ----
---- ---- ----
</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 out of the
Overseas 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
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.............................. $625 $889 $1,172 $1,979
Class C shares.............................. $307 $640 $1,098 $2,369
Class I shares.............................. $105 $328 $ 569 $1,259
</TABLE>

<PAGE>

ABOUT FIRST EAGLE SOGEN GOLD FUND

OBJECTIVE AND APPROACH

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 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. If ever a change is made, it will be done in the
best interest of the shareholders. Shareholders will be notified a minimum of
sixty days in advance of any change in investment objective.

If the investment adviser concludes that the expected bull market in
gold-related securities has not developed or that any price appreciation that
occurs is not likely to continue, the investment adviser expects that it will
recommend to the Company's Board of Directors that the Company seek the vote of
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 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.

RELATED RISKS

Investing in the Gold Fund involves various risks.

Fluctuations in the Price of Gold

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
performed less well than the stock market in general during periods when the
U.S. dollar is strong, inflation is low and general economic conditions are
stable.

Foreign Investments

<PAGE>

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
or 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 supervisions 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 investment in emerging markets.

Debt Securities

Securities with the lowest investment grade ratings are considered to be
medium grade and to have speculative characteristics. Debt securities that are
unrated are considered by the Gold 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.

Market Risk

Currency Exchange Transactions

The Gold Fund may engage in currency exchange transactions to hedge against
losses in the U.S. dollar value of its portfolio securities resulting from
possible variations in exchange rates and not for speculation. A currency
exchange 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 Gold Fund from adverse currency movements, the use of
such hedges may reduce or eliminate potential profits from currency fluctuations
that are otherwise in the Gold Fund's favor.

Temporary Strategies

The Gold Fund has the flexibility to respond promptly to changes in market
and economic conditions. Pursuant to a defensive strategy, the Gold Fund 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 Gold Fund 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 Gold Fund will employ defensive strategies.

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.

<PAGE>

[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
(0.84) 1.28 0.89 (29.79) (18.44) 8.1
</TABLE>

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 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. The figures in the table assume that you sold your shares at the end of
each period.

AVERAGE ANNUAL TOTAL RETURN COMPARISONS TABLE
AS OF DECEMBER 31, 1999

<TABLE>
<CAPTION>
SINCE COMMENCEMENT OF
OPERATIONS
1 YEAR 5 YEARS (AUGUST 31, 1993)
------ ------- -----------------
<S> <C> <C> <C>
First Eagle SoGen Gold Fund.............. 8.09% (8.76)% (5.13)%
Financial Times Gold Mines............... (0.66)% (14.01)% (10.54)%
</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 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.............................................. %
----
Total Annual Operating Expenses......................... %
----
----
</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 out of the Gold 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
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................................... $657 $986 $1,332 $2,326
</TABLE>

<PAGE>

ABOUT FIRST EAGLE SOGEN MONEY FUND

OBJECTIVE AND APPROACH

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' 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. If ever a change is made, it will be done
in the best interest of the shareholders. Shareholders will be notified a
minimum of sixty days in advance of any change in investment objective.

RELATED RISKS

Investing in the Money Fund involves various risks.

Market Risk

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.

Interest Rate and Credit Risk

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

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.

<PAGE>

[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C>
3.44 5.13 4.59 4.92 4.86 4.57
</TABLE>

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

<TABLE>
<S> <C> <C>
Best Quarter 1.03% Second Quarter 1995
Worst Quarter [ ]% [ ]
</TABLE>

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.............................................. %
-----
Total Annual Operating Expense.......................... %*
-----
-----
</TABLE>

- ---------

* The Investment Adviser has 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 July 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.................................. $70 $221 $384 $859
</TABLE>

<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. These returns do not come easily. 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 our investment style will encourage you to keep investing with us
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
we perceive to be undervalued and that have the potential to grow in the
future.

The Adviser thinks like 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 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>

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 'How to Invest -- How to Purchase
Shares -- Public Offering Price,' below.

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 of a Fund's shares and the
provision of shareholder services and for other expenses such as advertising
costs and the payment for the printing and distribution of prospectuses to
prospective investors. 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

<PAGE>

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

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 net asset value of a shareholder's account in any class of 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.

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

The Automatic Investment Program and Automatic Exchange Program each require
a minimum initial investment of $100 per Fund (see 'Shareholder Services') and
an account with Money Fund that is opened by an exchange (see 'Shareholder
Services -- Exchange Privilege') requires a minimum investment of $1,000.
'Starter' checks and third-party checks will not be accepted for purposes of
opening a new account. The Funds reserve the right to waive the initial minimum
investment amounts, at the discretion of the principal underwriter, for certain
investors, including Fund employees and directors and officers of 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.

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) 707-2008. 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
firm 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.

<PAGE>

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 as described below. The
net asset value per share of Money Fund is expected to remain constant at $1.00
per share. Orders for shares received by 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. Net asset value per share is calculated as set forth under
'Net Asset Value' below. Class I shares and shares of the Money Fund are not
subject to sales charges. The sales charges applicable to Class A shares
currently in effect are as follows:

<TABLE>
<CAPTION>
SALES CHARGE AS A PERCENTAGE OF DEALER ALLOWANCE
------------------------------------ AS A PERCENTAGE OF
CLASS A SHARES DOLLARS 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.............. 2.75 2.83 2.50
$500,000 but less than $1,000,000............ 1.75 1.78 1.50
$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
------------------------------------ AS A PERCENTAGE OF
CLASS A SHARES DOLLARS 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 3.35 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 sales charge is reallowed
may be deemed to be underwriters as that term is defined under the Securities
Act of 1933.

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

REDUCING THE SALES CHARGE

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

<PAGE>

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

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

Rights of Accumulation. A Fund's shares may be purchased at a reduced sales
charge by a 'person' (as defined above in 'Aggregation') who is already a
shareholder by 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 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

<PAGE>

accounts if the accounts are linked to the master account of such investment
adviser or financial planner on the books and records of the broker, agent,
investment adviser or financial institution, and (v) to retirement and deferred
compensation plans and trusts used to fund those plans, including, but not
limited to, those defined in Section 401(a), 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.

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

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 within the first year of purchase. Class C shares are also available
through 401(k) plans.

Investors purchasing Class C shares in connection with 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 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.

<PAGE>

BOOKSHARE ACCOUNT PLAN

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

CONDITIONS OF PURCHASE

The Company and 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 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.

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 purchases option, and
please call prior to wiring any funds.

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 call ASB at (800) 747-2008. Authorized dealers and financial
service firms may charge the investor a transaction fee in addition to the
applicable sales load. Authorized dealers and financial service firms are
responsible for promptly transmitting purchase orders to ASB, the Funds'
principal underwriter.

OUR AUTOMATIC INVESTMENT PLAN

Investors may make regular semi-monthly, monthly or quarterly investments of
$100 (or more) in shares of any First Eagle SoGen Load Fund or the Money Fund,
automatically from a checking or saving account. Because approval by the
investor's bank is required, establishment of an Automatic Investment Program
may require at least thirty days. 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.

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

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.

<PAGE>

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 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).

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 dealer, 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.

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.

TELEPHONE REQUESTS

You can also request to sell your shares by telephone by calling (800)
334-2143 on any Business Day if the shareholder has a preauthorized form on file
with the transfer agent. For security purposes

<PAGE>

we will ask you to provide proper identification and to verify account
information before we can honor your telephone request.

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

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

REDEMPTION FEE

Effective July 31, 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 within 60 days of the original investment. This fee is intended to
encourage long-term investments in the Funds, to avoid transaction and other
expenses caused by early redemptions and to facilitate portfolio management. The
fee is currently waived for institutional, qualified retirement plans and other
accounts investing through omnibus positions, due to certain economies
associated with these accounts. ASB reserves the right to impose redemption fees
on shares held by such shareholders at any time if warranted by the future costs
of processing redemptions. 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.

RECEIVING DIVIDENDS AND DISTRIBUTIONS

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.

INFORMATION ON DIVIDENDS, DISTRIBUTIONS AND TAXES

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

GENERAL INFORMATION

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

<PAGE>

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.

ADDITIONAL INFORMATION

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 SAI for more information.

<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). This
information has been audited by KPMG LLP, whose report, along with Fund's
financial statements, are incorporated in the Statement of Additional
Information, which is available upon request.

<TABLE>
<CAPTION>
FIRST EAGLE SOGEN GLOBAL FUND
--------------------------------------------------------------------
FOR THE YEAR ENDED MARCH 31,
--------------------------------------------------------------------
2000 1999 1998 1997 1996
------------------- ------------------- ------ ------ ------
CLASS A CLASS I** CLASS A CLASS I**
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Per Share Data
Net asset value, beginning
of year................... $ [ ] $ [ ] $27.42 $24.59 $26.68 $26.09 $23.20
------ ------ ------ ------ ------ ------ ------
Income (loss) from
investment operations:
Net investment income... [ ] [ ] 0.63 0.30 1.47 1.03 1.06
Net realized and
unrealized gains
(losses) on
investments........... [ ] [ ] (2.73) (1.47) 2.10 1.39 3.37
------ ------ ------ ------ ------ ------ ------
Total from
investment
operations........ [ ] [ ] (2.10) (1.17) 3.57 2.42 4.43
------ ------ ------ ------ ------ ------ ------
Less Distributions:
Dividends from net
investment income..... [ ] -- (0.83) -- (1.36) (1.09) (0.81)
Distributions from
capital gains......... [ ] [ ] (1.59) (0.52) (1.47) (0.74) (0.73)
------ ------ ------ ------ ------ ------ ------
Total
distributions..... [ ] [ ] (2.42) (0.52) (2.83) (1.83) (1.54)
------ ------ ------ ------ ------ ------ ------
Net asset value, end of
year...................... $ [ ] $ [ ] $22.90 $22.90 $27.42 $26.68 $26.09
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------
Total return*....... [ ] [ ]# (7.95%) (4.72%)# 14.35% 9.48% 19.57%
Ratios/Supplemental data
Net assets, end of year
(millions)................ $ [ ] $ [ ] $2,063 $ 12 $4,035 $3,908 $3,033
Ratios of operating expenses
to average net assets***.. [ ]% [ ]%'DD' 1.23% 1.01%'DD' 1.18% 1.21% 1.25%
Ratios of net investment
income to average net
assets***................. [ ]% [ ]%'DD' 2.75% 3.04%'DD' 2.80% 3.08% 3.71%
Portfolio turnover rate..... [ ]% [ ]% 9.89% 9.89% 20.63% 12.85% 9.64%
</TABLE>

- ---------

** July 31, 1998 inception date for Class I shares.

# Not annualized.

'DD' Annualized.

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

*** The ratio of operating expenses to average net assets for the years ended
March 31, 2000 and 1999 would have been [ ]% and 1.24%, respectively for
Class A shares and [ ]% and 1.63%, respectively for Class I shares and for
the years ended March 31, 1998, 1997 and 1996 for First Eagle SoGen Global
would have been 1.19%, 1.21% and 1.25%, respectively, without the effect of
earnings credits. The ratio of net investment income to average net assets
for the years ended March 31, 2000 and 1999 would have been [ ]% and
2.74%, respectively for Class A shares and [ ]% and 2.42%, respectively
for Class I shares and for the years ended March 31, 1998, 1997 and 1996 for
First Eagle SoGen Global would have been 2.80%, 3.08% and 3.71%,
respectively, without the effect of earnings credits.

<PAGE>

<TABLE>
<CAPTION>
FIRST EAGLE SOGEN OVERSEAS FUND
--------------------------------------------------------------------
FOR THE YEAR ENDED MARCH 31,
--------------------------------------------------------------------
2000 1999 1998 1997 1996
------------------- ------------------- ------ ------ ------
CLASS A CLASS I** CLASS A CLASS I**
<S> <C> <C> <C> <C> <C> <C> <C>
Selected Per Share Data
Net asset value, beginning
of year................... $ [ ] $ [ ] $13.52 $12.31 $13.84 $13.26 $11.65
------ ------ ------ ------ ------ ------ ------
Income (loss) from
investment operations:
Net investment income... [ ] [ ] 0.15 0.41 0.88 0.61 0.48
Net realized and
unrealized gains
(losses) on
investments........... [ ] [ ] (0.97) (1.10) 0.31 0.95 1.74
------ ------ ------ ------ ------ ------ ------
Total from
investment
operations........ [ ] [ ] (0.82) (0.69) 1.19 1.56 2.22
------ ------ ------ ------ ------ ------ ------
Loss Distributions:
Dividends from net
investment income..... [ ] -- (0.57) -- (0.83) (0.60) (0.44)
Distributions from
capital gains......... (0.77) (0.25) (0.68) (0.38) (0.17)
------ ------ ------ ------ ------ ------ ------
Total
distributions..... [ ] [ ] (1.34) (0.25) (1.51) (0.98) (0.61)
------ ------ ------ ------ ------ ------ ------
Net asset value, end of
year...................... $ [ ] $ [ ] $11.36 $11.37 $13.52 $13.84 $13.26
------ ------ ------ ------ ------ ------ ------
------ ------ ------ ------ ------ ------ ------
Total return*....... [ ] [ ]# (6.46%) (5.53%)# 10.00% 12.16% 19.47%
Ratios/Supplemental Data
Net assets, end of year
(million)................. $ [ ] $ [ ] $ 453 $ 3 $1,007 $ 953 $ 647
Ratio of operating expenses
to average net assets***.. [ ]% [ ]%'DD' 1.29% 1.03%'DD' 1.22% 1.27% 1.37%
Ratio of net investment
income to average net
assets***................. [ ]% [ ]%'DD' 2.22% 1.97%'DD 2.20% 2.28% 3.31%
Portfolio turnover rate..... [ ]% [ ]% 9.31% 9.31% 22.13% 15.185% 9.46%
</TABLE>

- ---------

** July 31, 1998 inception date for Class I shares.

# Not annualized.

'DD' Annualized.

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

*** The ratio of operating expenses to average net assets for the years ended
March 31, 2000 and 1999 would have been [ ]% and 1.29%, respectively for
Class A shares and [ ]% and 1.21%, respectively for Class I shares and for
the years ended March 31, 1998, 1997 and 1996 for First Eagle SoGen Overseas
Fund would have been 1.22%, 1.27% and 1.38%, respectively, without the
effect of earnings credits. The ratio of net investment income to average
net assets for the years ended March 31, 2000 and 1999 would have been
[ ]% and 2.22%, respectively for Class A Shares and [ ]% and 1.79%,
respectively for Class I shares and for the years ended March 31, 1998,
1997, 1996 and 1995 for First Eagle SoGen Overseas Fund would have been
2.20%, 2.27% and 3.30%, respectively, without the effect of earnings
credits.

<PAGE>

<TABLE>
<CAPTION>
FIRST EAGLE SOGEN GOLD FUND
---------------------------------------------
FOR THE YEAR ENDED MARCH 31,
---------------------------------------------
2000 1999 1998 1997 1996
------ ------- ------- ------- ------
<S> <C> <C> <C> <C> <C>
Selected Per Share Data
Net asset value, beginning of year........... $ [ ] $ 7.31 $ 10.60 $ 12.25 $11.28
------ ------- ------- ------- ------
Income (loss) from investment operations:
Net investment income.................... [ ] 0.16 0.13 0.26 0.24
Net realized and unrealized gains
(losses) on investments................ [ ] (1.82) (3.03) (1.75) 1.35
------ ------- ------- ------- ------
Total from investment operations..... [ ] (1.66) (2.90) (1.49) 1.59
------ ------- ------- ------- ------
Less Distributions:
Dividends from net investment income..... [ ] (0.21) (0.39) (0.14) (0.35)
Distributions from capital gains......... -- -- -- (0.02) (0.27)
------ ------- ------- ------- ------
Total distributions.................. [ ] (0.21) (0.39) (0.16) (0.62)
------ ------- ------- ------- ------
Net asset value, end of year................. $ [ ] $ 5.44 $ 7.31 $ 10.60 $12.25
------ ------- ------- ------- ------
------ ------- ------- ------- ------
Total return'DD'..................... [ ]% (22.77)% (27.23)% (12.21)% 14.81%
Ratios/Supplemental Data:
Net assets, end of year (millions)........... $ [ ] $ 18 $ 31 $ 53 $ 63
Ratio of operating expenses to average net
assets***.................................. [ ]% 1.62% 1.55% 1.45% 1.41%
Ratio of net investment income to average net
assets***.................................. [ ]% 2.01% 1.47% 1.20% 1.29%
Portfolio turnover rate...................... [ ]% 37.73% 11.20% 16.83% 22.40%
</TABLE>

- ---------

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

*** The ratios of operating expenses to average net assets for the years ended
March 31, 2000, 1999, 1998, 1997 and 1996 for First Eagle SoGen Gold Fund
would have been [ ]%, 1.64%, 1.56%, 1.46% and 1.43%, respectively, without
the effect of earnings credits. The ratio of investment income to average
net assets for the years ended March 31, 2000, 1999, 1998, 1997 and 1996 for
First Eagle SoGen Gold Fund would have been [ ]%, 1.99%, 1.46%, 1.19% and
1.26%, respectively, without the effect of earnings credits.

<PAGE>

<TABLE>
<CAPTION>
FIRST EAGLE SOGEN MONEY FUND
----------------------------------------
FOR THE YEAR ENDED MARCH 31,
----------------------------------------
2000 1999 1998 1997 1996
----- ------ ------ ------ -----
<S> <C> <C> <C> <C> <C>
Selected Per Share Data
Net asset value, beginning of year................ $1.00 $ 1.00 $ 1.00 $ 1.00 $1.00
----- ------ ------ ------ -----
Income from investment operations:
Net investment income......................... [ ] 0.05 0.05 0.05 0.05
----- ------ ------ ------ -----
Total from investment operations.............. [ ] 0.05 0.05 0.05 0.05
----- ------ ------ ------ -----
Less Distributions:
Dividends from net investment income.......... [ ] (0.05) (0.05) (0.05) (0.05)
----- ------ ------ ------ -----
Total distributions....................... [ ] (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.............................. [ ]% 4.73% 4.97% 4.61% 5.03%
Ratios/Supplemental Data:
Net assets, end of year (millions)................ $[ ] $ 45 $ 19 $ 13 $ 8
Ratio of operating expenses to average net
assets***....................................... [ ] 0.69% 0.75% 0.75% 0.75%
Ratio of net investment income to average net
assets***....................................... [ ]% 4.60% 4.92% 4.63% 4.98%
</TABLE>

- ---------

*** Without the effect of earnings credits, and the investment advisory fee
waiver and expense reimbursement provided by SGAM Corp., the ratio of
operating expenses to average net assets for First Eagle SoGen Money Fund
for the years ended March 31, 2000, 1999, 1998, 1997 and 1996 would have
been [ ]%, 0.69%, 1.01%, 1.14% and 0.97%, respectively. On the same basis,
the ratio of net investment income to average net assets for the years ended
March 31, 2000, 1999, 1998, 1997 and 1996 would have been [ ]%, 4.60%,
4.66%, 4.26% and 4.76%, respectively.

<PAGE>

USEFUL SHAREHOLDER INFORMATION

HOW TO OBTAIN OUR SHAREHOLDER REPORTS

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

HOW TO OBTAIN OUR STATEMENT OF ADDITIONAL INFORMATION

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

HOW TO REACH FIRST EAGLE SOGEN FUNDS:

You can send all requests 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
________________________________________________________________________________

<TABLE>
<S> <C>
DISTRIBUTOR INVESTMENT ADVISER

ARNHOLD AND S. BLEICHROEDER ADVISERS,
ARNHOLD AND S. BLEICHROEDER, INC. INC.
1345 Avenue of the Americas 1345 Avenue of the Americas
New York, NY 10105 New York, NY 10105
</TABLE>

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

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

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

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

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

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

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 1, 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.

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

JUNE 1, 2000

<PAGE>

TABLE OF CONTENTS

<TABLE>
<CAPTION>
STATEMENT OF CROSS-REFERENCED
ADDITIONAL TO CAPTIONS IN
INFORMATION THE PROSPECTUS
PAGE PAGE
------------ ----------------
<S> <C> <C>
Organization of the Funds................................... 1 --
Investment Objectives, Policies and Restrictions............ 2 10
Management of the Company................................... 13 16
Investment Adviser and Other Services....................... 16 16
Distribution of the Funds' Shares........................... 17 17
Computation of Net Asset Value.............................. 17 17
How to Purchase Shares...................................... 18 17
Tax Status.................................................. 18 28
Portfolio Transactions and Brokerage........................ 22 --
Custody of Portfolio........................................ 24 --
Independent Auditors........................................ 24 --
Financial Statements........................................ 24 31
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. In seeking to achieve this objective, the Fund will normally
invest its assets primarily in common stocks (and in securities convertible into
common stocks) of United States and foreign companies. However, the Fund
reserves the right to invest a portion of its assets in fixed-income securities
of domestic or foreign issuers which, in addition to the income they may
provide, appear to offer potential for long-term growth of capital. When deemed
appropriate by the Fund's investment adviser for short-term investment or
defensive purposes, the Fund may hold up to 100% of its assets in short-term
debt instruments including commercial paper and certificates of deposits.

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

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

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

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

INVESTMENT POLICIES, TECHNIQUES AND RISKS

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

<PAGE>

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.

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. Each
Fund does not expect to invest 5% or more of its total assets in unsponsored
ADRs.

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

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

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

<PAGE>

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').

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

<PAGE>

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.

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

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

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

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

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

<PAGE>

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.

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

<PAGE>

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

INVESTMENT RESTRICTIONS.

In pursuing its investment objective, each Fund will not:

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

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

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

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.

<PAGE>

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 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

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

<PAGE>

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;

(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

<PAGE>

(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 [ ]%, [ ]%
and [ ]%, for the Global Fund (formerly SoGen International Fund, Inc.)
Class A shares, the Overseas Fund Class A shares and the Gold Fund,
respectively. Quotations of average annual returns for each Fund will be
expressed in terms of the average annual compounded rates of return of a
hypothetical investment in each Fund over periods of 1, 5 and 10 years (up to
the life of the Fund), calculated pursuant to the following formula:
P(1+T)'pp'(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 (formerly SoGen International Fund, Inc.) 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 [ ]%, 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 [ ]%, and an investment in the Gold Fund shares
over the one year period from March 31, 1999 to March 31, 2000 would have
decreased at an average annual compounded rate of [ ]%.

Current Yield and Effective Yield. From time to time the Money Fund may
advertise its current yield and effective yield. Current yield will be based on
income per share received by a hypothetical investment over a given 7-day period
(less expenses accrued during the period) and then 'annualized' (i.e., assuming
that the 7-day yield would be received over 52 weeks, stated in terms of an
annual percentage return on the investment). Effective yield is calculated in a
manner similar to that used to calculate current yield, but when annualized, the
income earned by an investment in the Money Fund is assumed to be reinvested.
The effective yield will be slightly higher than the current yield because of

<PAGE>

this assumed reinvestment. The Money Fund's current and effective 7-day yields
for the seven days ended March 31, 2000 were [ ]% and [ ]%, 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 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 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
New York, NY 10105 Director, 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,
One Battery Park Plaza Jacob's Pillow Dance Festival, Inc.
New York, NY 10004 Historic Preservation Projects, Inc. and
Merce Cunningham Dance Foundation, Inc.;
Trustee, First Eagle Funds.
Edwin J. Ehrlich (68) ......... Director President, Ehrlich Capital Management;
2976 Lonni Lane Director, Pension Fund Trusts -- ITT
Merrick, NY 11566 Corp.; Advisory Board Member, Emerging
World Investors Limited; Trustee, First
Eagle Funds.
Robert J. Gellert (69) ........ Director Manager, United Continental Corporation;
122 East 42nd Street General Partner, Windcrest Partners;
New York, NY 10168 Trustee First Eagle Funds.
James E. Jordan (54) .......... Director Private investor; Consultant to The Jordan
767 Fifth Avenue Company (private investment banking
New York, NY 10153 company); until June 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;
500 Fifth Avenue -- 50th Floor Independent General Partner, ML Venture
New York, NY 10110 Partners I, L.P. and ML Venture Partners
II, L.P.; 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
67 West Hills Road, Chemical Bank.
New Canaan, CT 06840
</TABLE>

(table continued on next page)

<PAGE>

(table continued from previous page)

<TABLE>
<CAPTION>
POSITION HELD PRINCIPAL OCCUPATION
NAME, ADDRESS AND AGE WITH THE COMPANY DURING PAST FIVE (5) YEARS
- --------------------- ---------------- --------------------------
<S> <C> <C>
Fred J. Meyer (69) ............ Director Vice Chairman of Omnicom Group, Inc. since
437 Madison Avenue 1998; and prior thereto, Chief Financial
New York, NY 10022 Officer; Director, Novartis Corporation;
Zurich-American Insurance Cos. and
Medialink, Inc.; Trustee, National Park
Trust.
Dominque Raillard (61) ........ Director Managing Director of Act 2 (Consulting)
15, Boulevard Dellessert since July 1995; and prior thereto,
75016 Paris France Group Executive Vice President of
Promodes (Food Retailing) since 1978.
Nathan Snyder (65) ............ Director Independent Consultant.
163 Parish Rd. S.
New Canaan, CT 06840
Stanford S. Warshawsky (62)*... Chairman of Co-President, Secretary and Director,
1345 Avenue of the Americas the Board Arnhold and S. Bleichroeder, Inc.; Co-
New York, NY 10105 and Director President and 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 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 $[ ] was paid or accrued for Directors' fees and
expenses by the Company. See Note 2 of Notes to the Financial Statements on
page 32 of the Company's Annual Report to Shareholders for a description of
various transactions during the Company's most recent fiscal year between the
Company and its Directors and affiliates of its Directors.

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
</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 OR COMPENSATION
RETIREMENT FROM
BENEFITS ESTIMATED REGISTRATION
AGGREGATE ACCRUED ANNUAL AND FUND
COMPENSATION AS PART OF BENEFITS COMPLEX
FROM FUND UPON PAID TO
NAME OF PERSON, POSITION REGISTRANT EXPENSES RETIREMENT DIRECTORS
- ------------------------ ---------- -------- ---------- ---------
<S> <C> <C> <C> <C>
John P. Arnhold, Director**................... [$ ] N/A N/A [$ ]
Candace K. Beinecke, Director................. [$ ] N/A N/A [$ ]
Edwin J. Ehrlich, Director.................... [$ ] N/A N/A [$ ]
Robert J. Gellert, Director*.................. [$ ] N/A N/A [$ ]
James E. Jordan, Director..................... [$ ] N/A N/A [$ ]
William M. Kelly, Director*................... [$ ] N/A N/A [$ ]
Donald G. McCouch, Director................... [$ ] N/A N/A [$ ]
Fred J. Meyer, Director*...................... [$ ] N/A N/A [$ ]
Dominique Raillard, Director.................. [$ ] N/A N/A [$ ]
Nathan Snyder, Director....................... [$ ] N/A N/A [$ ]
Stanford Warshawsky, Director**............... [$ ] N/A N/A [$ ]
</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.

-------------------
As of March 31, 2000, the Directors and officers of the Company, as a group,
owned [ ] and [ ] of the shares of SoGen Gold Fund and SoGen Money Fund,
respectively. As of such date, the Directors and officers of the Company, as a
group, owned less than 1% of the outstanding shares of capital stock of each of
SoGen International Fund and SoGen Overseas Fund.

As of March 31, 2000, the Company knows of no person who owns beneficially
more than 5% of the capital stock of any Fund, other than the following:

As of March 31, 2000, the Company knows of no person who owns of record more
than 5% of the capital stock of any Fund, other than the following:

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.

<PAGE>

INVESTMENT ADVISER 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 $[ ],
$[ ], $[ ] and $[ ], respectively. No advisory fee waiver or
expense reimbursement for the Money Fund was required for the year ended March
31, 1999.

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.

For the fiscal year ended March 31, 1997, Global Fund, Overseas Fund and
Gold Fund paid investment advisory fees in the amount of $26,404,805, $5,899,446
and $449,545, respectively. For the same period, $38,752 of the investment
advisory fee of $43,519 for 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>

DISTRIBUTION 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 [ ]. 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 $2,098,953,
$1,523,084, and $[ ], 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

<PAGE>

dilution to shareholders or purchasers, the Board of Directors would promptly
consider what action, if any, should be initiated. If the Money Fund's net asset
value per share (computed using market values) declined, or were expected to
decline, below $1.00, the Board of Directors might temporarily reduce or suspend
dividend payments in an effort to maintain the net asset value at $1.00 per
share. As a result of such reduction or suspension of dividends or other action
by the Board of Directors, an investor would receive less income during a given
period than if such a reduction or suspension had not taken place. Such action
could result in investors receiving no dividend for the period during which they
hold their shares and receiving, upon redemption, a price per share lower than
that which they paid. On the other hand, if the Money Fund's net asset value per
share (computed using market values) were to increase, or were anticipated to
increase above $1.00, the Board of Directors might supplement dividends in an
effort to maintain the net asset value at $1.00 per share.

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

<PAGE>

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 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 zero coupon securities will result in income to the
Fund equal to a portion of the excess of the face value of the securities over
their issue price (the 'original issue discount') each year that the securities
are held, even though the Fund receives no interest payments. This income is
included in determining the amount of income which the Fund must distribute to
maintain its status as a regulated investment company and to avoid the payment
of federal income tax and the 4% excise tax. If a Fund invests in certain high
yield original issue discount obligations issued by U.S. corporations, a portion
of the original issue discount accruing on such an obligation may be eligible
for the corporate dividends-received deduction. In such event, a portion of the
dividends of investment company taxable income received from the Fund by its
corporate shareholders may be eligible for this corporate dividends-received
deduction if so designated by the Fund in a written notice to shareholders. For
the fiscal year ended March 31, 1998, the percentages of net investment income
that qualified for the dividends-received deduction for the Global Fund, the
Overseas Fund, Gold Fund and Money Fund were 6.79%, 0.34%, 28.96% and 0.00%,
respectively.

Certain foreign currency contracts in which the 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

<PAGE>

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, 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

<PAGE>

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.

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

<PAGE>

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
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.

<PAGE>

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 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.

<PAGE>

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, the Adviser or
Iridian. No consideration other than cash payment against prompt delivery at the
then current market price of the securities will be paid to any person involved
in those transactions. Additionally, all such transactions will be consistent
with procedures adopted by the Board of Trustees.

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

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 [$ ] and $3,265,441, respectively,
in connection with transactions amounting to [$ ] and $2,138,310,479,
respectively. During the fiscal years ended March 31, 2000, 1999 and 1998, the
Company paid total brokerage commissions of [$ ], $3,632,838 and
$1,335,957, respectively. During the fiscal year ended March 31, 1998, Global
Fund paid total brokerage commissions of $2,286,967.

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,
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.

A-1

<PAGE>

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

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

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

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

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

A-2

<PAGE>

FIRST EAGLE SOGEN FUNDS, INC.
PART C

OTHER INFORMATION
MARCH 31, 2000

ITEM 23. EXHIBITS

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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 Regiatrant 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) -- Multiple Class Plan pursuant to Rule 18f-3*
(p) -- Power of Attorney
</TABLE>

- ---------

* Previously filed as an exhibit to the Registration Statement.

** To be filed in a subsequent Amendment prior to the effective date of this
Amendment.

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.

C-1

<PAGE>

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

In referring in its By-Laws to, and making indemnification of directors
subject to the conditions and limitations of, both Section 2-418 of the Maryland
Law and Section 17(h) of the Investment Company Act of 1940, as amended (the
'1940 Act'), the Registrant intends that conditions and limitations on the
extent of the indemnification of directors and officers imposed by the
provisions of either Section 2-418 or Section 17(h) shall apply and that any
inconsistency between the two will be resolved by applying the provisions of
said Section 17(h) if the condition or limitation imposed by Section 17(h) is
the more stringent. In referring in its By-Laws to SEC Release No. IC-11330 as
the source for interpretation and implementation of said Section 17(h), the
Registrant understands that it would 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. Co-President and Director Co-President, Secretary and Director, Arnhold and S.
Warshawsky.......... 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. Vice President Senior Vice President and Comptroller, Arnhold and S.
Klemballa........... 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.

C-3

<PAGE>

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

<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 3rd day of April, 2000.

FIRST EAGLE SOGEN FUNDS, INC.

By: /s/ JEAN-MARIE EVEILLARD
..................................
JEAN-MARIE EVEILLARD,
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 April 3, 2000
.........................................
(JOHN P. ARNHOLD)

/s/ CANDACE K. BEINECKE* Director April 3, 2000
.........................................
(CANDACE K. BEINECKE)

/s/ EDWIN J. EHRLICH* Director April 3, 2000
.........................................
(EDWIN J. EHRLICH)

/s/ ROBERT J. GELLERT* Director April 3, 2000
.........................................
(ROBERT J. GELLERT)

/s/ JAMES E. JORDAN* Director April 3, 2000
.........................................
(JAMES E. JORDAN)

/s/ WILLIAM M. KELLY* Director April 3, 2000
.........................................
(WILLIAM M. KELLY)

/s/ DONALD G. MCCOUCH* Director April 3, 2000
.........................................
(DONALD G. MCCOUCH)

/s/ FRED J. MEYER* Director April 3, 2000
.........................................
(FRED J. MEYER)

/s/ DOMINIQUE RAILLARD* Director April 3, 2000
.........................................
(DOMINIQUE RAILLARD)

/s/ NATHAN SNYDER* Director April 3, 2000
.........................................
(NATHAN SNYDER)

/s/ STANFORD S. WARSHAWSKY* Director April 3, 2000
.........................................
(STANFORD S. WARSHAWSKY)

/s/ ROBERT BRUNO Vice President, Secretary, Treasurer April 3, 2000
......................................... (Principal Financial and
(ROBERT BRUNO) Accounting 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'
Characters normally expressed as superscript shall be preceded by...... 'pp'