FIRST EAGLE SOGEN FUNDS, INC.

                          First Eagle SoGen Global Fund
                         First Eagle SoGen Overseas Fund
                           First Eagle SoGen Gold Fund
                           First Eagle U.S. Value Fund

                              AMENDED AND RESTATED
                               MULTIPLE CLASS PLAN
                             PURSUANT TO RULE 18f-3

                  WHEREAS, First Eagle SoGen Funds, Inc. (the "Corporation")
engages in business as an open-end management investment company and is
registered as such under the Investment Company Act of 1940, as amended (the
"1940 Act");

                  WHEREAS, shares of beneficial interest of the Corporation are
currently divided into four series: First Eagle SoGen Global Fund ("Global
Fund"), First Eagle SoGen Overseas Fund ("Overseas Fund"), First Eagle SoGen
Gold Fund ("Gold Fund") and First Eagle U.S. Value Fund ("U.S. Value Fund");

                  WHEREAS, the Corporation employs Arnhold and S. Bleichroeder
Advisers, Inc. (the "Adviser") as its investment adviser, and Arnhold and S.
Bleichroeder, Inc. ("Underwriter") as underwriter and distributor of the
securities of which it is the issuer; and

                  WHEREAS, the Corporation has previously adopted a Multiple
Class Plan pursuant to Rule 18f-3 under the 1940 Act (the "Plan") with respect
to each of the Global Fund and Overseas Fund and wishes to amend and restate the
Plan to provide for coverage of the Class A, Class C and Class I Shares of
Common Stock of the U.S. Value Fund.

                  NOW, THEREFORE, the Corporation hereby adopts, on behalf of
the Global Fund, Overseas Fund and U.S. Value Fund (each, a "Fund" and
collectively, the "Funds"), an Amended and Restated Plan, in accordance with
Rule 18f-3 under the 1940 Act, as set forth below:

                  1. Features of the Classes. The Global Fund, Overseas Fund and
U.S. Value Fund shall each issue their shares of common stock in three classes:
"Class A Common Stock", "Class C Common Stock" and "Class I Common Stock".
Shares of each class of a Fund shall represent an equal pro rata interest in
that Fund and, generally, shall have identical voting, dividend, liquidation,
and other rights, preferences, powers, restrictions, limitations,
qualifications, and terms and conditions, except that: (a) each class of a Fund
shall have a different designation; (b) each class of a Fund shall bear any
Class Expenses, as defined in Section 3 below; (c) each class of a Fund shall
have exclusive voting rights on any matter submitted to shareholders that
relates solely to its distribution arrangement; and (d) each class of a Fund
shall have separate voting rights on any matter submitted to shareholders in
which the interests of one class differ from the interests of any other class of
the Fund. In addition, shares of each class of a Fund shall have the features
described in Paragraphs 2, 3, 4 and 5 below.



                                       1







                  2. Distribution Plan. The Corporation has adopted a
Distribution Plan with respect to each of the Class A Common Stock and Class C
Common Stock of Global Fund, Overseas Fund and U.S. Value Fund pursuant to Rule
12b-1 promulgated under the 1940 Act. The Class A Distribution Plan authorizes
the Corporation to make payments to the Underwriter for distribution and
shareholder services, and for otherwise promoting the sale of the Class A shares
of each Fund, at an annual rate of up to .25% of the average daily net asset
value of the assets attributable to the Class A shares of that Fund. The Class C
Distribution Plan authorizes the Corporation to make payment to the Underwriter
for distribution and shareholder services, and for otherwise promoting the sale
of Class C shares of Global Fund, Overseas Fund and U.S. Value Fund, at an
annual rate of up to 1.00% of the average daily net asset value of the assets
attributable to the Class C shares of that Fund, provided that up to 0.25% of
such average daily net assets may be designated out of such payment as a
"service fee", as defined in the rules and policy statements of the National
Association of Securities Dealers, Inc. Each Plan further authorizes the Adviser
to make assistance payments out of the Adviser's own resources to brokers,
financial institutions and other financial intermediaries for shareholder
accounts as to which a payee has rendered distribution services to the
Corporation. The Class I shares of each Fund shall not participate in either
Distribution Plan, nor shall any amounts payable under either Distribution Plan
be used to make payments for distribution or other services incurred in
connection with the sale of Class I shares.

                  As used herein, the term "distribution and shareholder
services" shall include, without limitation, paying for the printing and
distribution of prospectuses sent to prospective investors, the preparation,
printing and distribution of sales literature and the expenses associated with
media advertisements and telephone and written correspondence with investors or
prospective investors.

                  3. Allocation of Income and Expenses. (a) The gross income of
each Fund shall, generally, be allocated among the classes of that Fund on the
basis of the relative net assets attributable to each Fund's classes. To the
extent practicable, certain expenses (other than Class Expenses, as defined
below, which shall be allocated more specifically) shall be subtracted from the
gross income on the basis of the relative net assets of each class of the Fund.
These expenses include:

                  (1) Expenses incurred by the Corporation (for example, fees of
         Directors, auditors and legal counsel) not attributable to a particular
         Fund or to a particular class of shares of a Fund ("Corporation Level
         Expenses") that are allocated to the Fund; and

                  (2) Expenses incurred by a Fund not attributable to any
         particular class of the Fund's shares (for example, advisory fees,
         custodial fees, or other expenses relating to the management of the
         Fund's assets) ("Fund Expenses").

                  (b) Expenses attributable to a particular class ("Class
Expenses") shall be limited to: (i) payments made pursuant to a distribution
plan and/or a service plan; (ii) transfer agent fees attributable to a specific
class; (iii) printing and postage expenses related to preparing and distributing
materials such as shareholder reports, prospectuses and proxies to current
shareholders of a specific class; (iv) Blue Sky registration fees incurred by a
class; (v) SEC registration fees incurred by a class; (vi) the expense of
administrative personnel and services to




                                       2







support the shareholders of a specific class; (vii) litigation or other legal
expenses relating solely to one class; and (viii) directors' fees incurred as a
result of issues relating to one class. Expenses in category (i) above must be
allocated to the class for which covered distribution expenses are incurred. All
other "Class Expenses" listed in categories (ii)-(viii) above may be allocated
to a class but only if the President or Chief Financial Officer has determined,
subject to Board approval or ratification, that such categories of expenses may
be treated as Class Expenses consistent with applicable legal principles under
the 1940 Act and the Internal Revenue Code of 1986, as amended.

                  Accordingly, expenses of a Fund shall be apportioned to each
class of shares depending on the nature of the expense item. Corporation Level
Expenses and Fund Expenses will be allocated among the classes of shares of such
Fund based on their relative net asset values. Class Expenses shall be allocated
to the particular class to which they are attributable. In addition, certain
expenses may be allocated differently if their method of imposition changes.
Thus, if a Class Expense can no longer be attributed to a class, it shall be
charged to a Fund for allocation among the classes, as determined by the Board
of Directors. Any additional Class Expenses not specifically identified above
which are subsequently identified and determined to be properly allocated to one
class of shares shall not be so allocated until approved by the Board of
Directors of the Company in light of the requirements of the 1940 Act and the
Internal Revenue Code of 1986, as amended.

                  4. Exchange Privileges. Subject to certain limitations
disclosed in a Fund's prospectus or statement of additional information and in
accordance with the procedures described therein, the shares of each Fund may be
exchanged for the shares of each of the Corporation's other funds or the funds
of the First Eagle Funds. The exchange privileges may be modified or terminated
at any time, or from time to time (in each case, upon 60 days' notice to
shareholders with respect to any termination or modification that would have the
effect of limiting shareholder exchange privileges).

                  5. Conversion Features. Class A shares of the Global Fund, the
Overseas Fund or the U.S. Value Fund having an aggregate value not less than $1
million may be converted into Class I shares of the same Fund upon the election
of the shareholder. Such conversions shall take place at net asset value, shall
not result in the realization of income or gain for federal income tax purposes
and shall be tax free to shareholders.

                  6. Waiver or Reimbursement of Expenses. Expenses may be
voluntarily waived or reimbursed by the Adviser or any other provider of
services to the Corporation without the prior approval of the Corporation's
Board of Directors. Voluntary waivers or reimbursements may be discontinued at
any time, without prior notice, unless notice is required by disclosures made in
the Fund's prospectus or statement of additional information.

                  7. Effectiveness of Plan. This Plan shall take effect upon
approval by votes of a majority of both (a) the Directors of the Corporation and
(b) the Directors of the Corporation who are not "interested persons" (as
defined in the 1940 Act) of the Corporation, such Directors having determined
that the Plan as proposed to be adopted or amended, including the allocation of
expenses, is in the best interests of each class individually and the
Corporation as a whole.



                                       3







                  8. Material Modifications. This Plan may be amended to modify
materially its terms, provided that any such amendment will become effective
only upon approval in the manner provided for initial approval in Paragraph 7
hereof.

                  IN WITNESS WHEREOF, the Corporation, on behalf of the Funds,
has adopted this Amended and Restated Multiple Class Plan as of the 20th day of
November, 2001.

                                       FIRST EAGLE SOGEN FUNDS, INC.



                                       By:  /s/ Robert Bruno
                                           ------------------------------------
                                       Name:  Robert Bruno
                                       Title:    Secretary





                                       4