ASSIGNMENT AGREEMENT

                           ASSIGNMENT AGREEMENT

          ASSIGNMENT AGREEMENT, dated as of February 28, 1996, by and among
FIRST EAGLE FUND OF AMERICA, INC., a Maryland corporation (the "Fund"), XXXXXXX
and X. XXXXXXXXXXXX, INC., a registered investment adviser organized under the
laws of the State of New York (the "Adviser") and XXXXXXX and S. BLEICHROEDER
ADVISERS, INC., a registered investment adviser organized under the laws of the
State of Delaware (the "New Adviser").

                           W I T N E S S E T H:

          WHEREAS, the Fund and the Adviser entered into an Investment Advisory
Agreement, as amended and restated as of November 1, 1995 (the "Investment
Advisory Agreement");

          WHEREAS, the Adviser wishes to make an assignment of its interest in
the Investment Advisory Agreement to the New Adviser, which is a wholly owned
subsidiary of the Adviser, and transfer all of its right and title to and
interest in the Investment Advisory Agreement to the New Adviser, and the New
Adviser wishes to assume all of the Investment Adviser's right and title to and
interest in the Investment Advisory Agreement.

          NOW, THEREFORE, the parties hereto hereby agree as follows:

          1.   Assignment.  The Adviser hereby assigns to the New Adviser all of
its right and title to and interest in the Investment Advisory Agreement.

          2.   Assumption.  The New Adviser ("Assignee") hereby agrees to be 
bound by all of the terms and conditions of the Investment Advisory Agreement, 
and assumes all obligations thereby imposed on it.

          3.   Acknowledgement.  The Assignee hereby acknowledges that the 
Assignee has received and read a copy of the Investment Advisory Agreement.

          4.   Restatement and Amendment.  The parties hereto agree that the 
Investment Advisory Agreement may be restated and re-executed to reflect the 
assignment made herein.

          5.   Counterparts.  This Agreement may be executed in counterparts 
and all counterparts together shall constitute one and the same instrument.




          IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first set forth above.

                    FIRST EAGLE FUND OF AMERICA, INC.

                    By: /s/ Xxxxxx X. Xxxxxx
                       --------------------------------------
                         Name:  Xxxxxx X. Xxxxxx
                         Title: Secretary

 .
                    XXXXXXX AND X. XXXXXXXXXXXX, INC.

                    By: /s/ Xxxxx X. Xxxxxxx
                       --------------------------------------
                         Name:  Xxxxx X. Xxxxxxx
                         Title: Co-Chairman

                    XXXXXXX AND S. BLEICHROEDER ADVISERS, INC.

                    By: /s/ Xxxx X. Xxxxxxx
                       ---------------------------------------
                         Name:  Xxxx X. Xxxxxxx
                         Title: President