First Eagle Global Fund NCSR Certified annual shareholder report (management investment company)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES

Investment Company Act file number			811-7762

First Eagle Funds
(Exact name of registrant as specified in charter)

1345 Avenue of the Americas New York, NY					10105-4300
(Address of principal executive offices)					(Zip code)

Robert Bruno First Eagle Funds 1345 Avenue of the Americas New York, NY 10105-4300
(Name and address of agent for service)

Registrant’s telephone number, including area code:				1-212-632-2700

Date of fiscal year end:	October 31

Date of reporting period:		October 31, 2011

Form N-CSR is to be used by management investment companies to file reports with the Commission not later than 10 days after the transmission to stockholders of any report that is required to be transmitted to stockholders under Rule 30e-1 under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may use the information provided on Form N-CSR in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-CSR, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-CSR unless the Form displays a currently valid Office of Management and Budget (“OMB”) control number. Please direct comments concerning the accuracy of the information collection burden estimate and any suggestions for reducing the burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609. The OMB has reviewed this collection of information under the clearance requirements of 44 U.S.C. § 3507.

Item 1. Reports to Stockholders.

Annual Report

OCTOBER 31, 2011

Global Fund

Overseas Fund

U.S. Value Fund

Gold Fund

Fund of America

ADVISED BY FIRST EAGLE INVESTMENT MANAGEMENT, LLC

Forward-Looking Statement Disclosure

One of our most important responsibilities as mutual fund managers is to communicate with shareholders in an open and direct manner. Some of our comments in our letters to shareholders are based on current management expectations and are considered "forward-looking statements". Actual future results, however, may prove to be different from our expectations. You can identify forward-looking statements by words such as "may", "will", "believe", "attempt", "seem", "think", "ought", "try" and other similar terms. We cannot promise future returns. Our opinions are a reflection of our best judgment at the time this report is compiled, and we disclaim any obligation to update or alter forward-looking statements as a result of new information, future events, or otherwise.

Table of Contents

Letter from the President					4

Letter from the Global Value Team Portfolio Managers					6

Management's Discussion of Fund Performance: First Eagle Global, Overseas, U.S. Value and Gold Funds					11

Performance Chart					16

First Eagle Global Fund:

Fund Overview					20

Schedule of Investments					22

First Eagle Overseas Fund:

Fund Overview					42

Schedule of Investments					44

First Eagle U.S. Value Fund:

Fund Overview					60

Schedule of Investments					62

First Eagle Gold Fund:

Fund Overview					70

Schedule of Investments					72

First Eagle Fund of America:

Management's Discussion of Fund Performance					77

Fund Overview					80

Schedule of Investments					82

Statements of Assets and Liabilities					90

Statements of Operations					94

Statements of Changes in Net Assets					96

Financial Highlights					100

Notes to Financial Statements					110

Report of Independent Registered Public Accounting Firm					140

Fund Expenses					141

General Information					145

Tax Information					146

Privacy Notice					147

Additional Information					149

Letter from the President

John P. Arnhold

Dear Fellow Shareholders,

Since my last letter in June, financial markets around the world have remained volatile. Year-to-date through October 31^st, 2011, the S&P 500 Index is up while the MSCI World Index is down. Domestically, the U.S. credit downgrade heightened political as well as economic uncertainty. In addition, ongoing issues related to European sovereign debt and bank solvency continue to plague the markets.

As risks have become more obvious, outcomes have become less certain. With volatility rising to a level not seen since 2008, it is easy to be affected by daily market swings. We at First Eagle have often said that volatility is our friend, as it may offer us greater opportunities to effectively deploy capital. Rather than being distracted by market uncertainty, we maintained our core belief that buying quality companies at attractive prices is one of the best ways to protect our shareholders' purchasing power over time. In addition, we held gold and gold securities as a potential hedge against unforeseen events and the prospect of currency debasement, as well as cash to ensure we had buying power held in reserve. This core belief is the foundation of our long-term investment approach.

This fall First Eagle U.S. Value Fund celebrated its 10-year anniversary. Launched in September 2001, during a period of great uncertainty, the Fund has performed consistent with its absolute return objectives. In addition, we recently added an investment team dedicated to analyzing high yield credits. We have long been periodic investors in high yield securities, and our exposure to this investment class has varied over time. With a similar absolute return philosophy, fundamental bottom-up investment process, and prudent approach to risk, we believe the team is a natural fit for the firm.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Letter from the President (continued)

Please be assured that your investments in our Funds will continue to be managed in the same manner as they have been for over 30 years. Our portfolio managers and other senior executives have substantial investments in many of our Funds alongside of yours, and we are grateful for your continued confidence.

Sincerely,

John P. Arnhold

President

December 2011

Past performance is no guarantee of future results. The portfolios are actively managed. The portfolio and opinions expressed herein are subject to change. Current and future portfolio holdings are subject to risk.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Letter from the Global Value Team Portfolio Managers

Over the past fiscal year, the NAV of the Global Fund's Class A shares returned 7.2%, and over the past three fiscal years the annualized return was 14.6% — a long-term return consistent with our legacy. When we consider what has taken place in the world in 2011 — the sovereign crisis in Europe, the fiscal situation in the United States, the devastating earthquake in Japan, and the pro-democracy uprisings sweeping the Middle East and North Africa, it is clear that the past year has marked a time of significant global change. While 2011 was a year of great market volatility and uncertainty, as long-term investors who are focused on protecting our shareholders from the permanent impairment of capital, we continue to believe that selective purchase of equities embodying what we feel is an appropriate margin of safety is a sound choice for maintaining real wealth even though there may be stormy bouts — driven by unpredictable confidence swings, episodic fiscal tightening and energy price volatility — along the way.

The world is brimming with real economic challenges and fault lines in its financial architecture. Today, many investors discuss the macro environment as if it were comprised of inevitable outcomes. Nowhere is this more true than in the current dialogue surrounding "deleveraging". The problem with looking at aggregate debt to GDP numbers is that these numbers ignore the underlying reality that one person's debt is another person's asset. One can make a more informed judgment about the need for deleveraging by seeing whether debts are appropriately sized relative to cash flows and asset values across the private, corporate and government sectors.

While there are segments of the economy subject to deleveraging, there are also several trends that indicate that this may not lead to a viral outcome across the entire economy. First, we believe that the total level of mortgage debt is now more reasonable relative to the current realistic value of the majority of real estate, even though it is still quite elevated for a minority of homes that are valued at less than their mortgages. Furthermore, while some corporates need to delever (the European banks), the median company in the global mid and large cap publicly-traded equity universe has only one times EBITDA in net debt.¹ However, in a deep confidence crisis — like the one we've been going through — the private sector retrenches so much that many governments, such the U.S., run truly spectacular deficits to maintain demand. Were it not for these deficits, the private sector would have more viral deleveraging.

Thus the deleveraging risk was not eliminated but rather transferred from the private to the public sector. Both the size and the duration of these fiscal deficits

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
6

From left to right: Matthew McLennan, Abhay Deshpande, T. Kimball Brooker, Jr., Rachel Benepe and Matt Lamphier

risk the government's ability to sustain its finances. Given the average maturity profile of the U.S. debt is only a handful of years; the government would have to more than double its revenues or eliminate nearly all its expenses in order to pay off debt as it falls due. This is not feasible. Instead, the government must roll its debt and hope to get to a more sustainable stock of debt in the future by incrementally reducing its deficit toward 2-3% of GDP. This produces a twofold vulnerability, — tighten policy too much and risk recession, or tighten too slowly and risk a loss of faith in the monetary architecture. It is clear that the potential deleveraging threat today comes from the state of the developed world's government finances and the political uncertainty about the form of adjustment. As the world can now attest, aggregate levels of debt make a system more vulnerable to confidence shocks — but they do not necessarily mean that viral deleveraging will be inevitable. That is a big difference, and it is critical to our willingness to own equities.

In addition, whether it is practically achieved or not, the latent productive potential for the globe has never been better in terms of the speed of technology diffusion, improvements in public health, and the size of the market-based population and trade. Many of the economic drivers that come from this mix of ideas, longevity and property rights enhance the intangible capital stock of the world — and are not well captured in the tangible capital spending numbers that most macroeconomists focus on. At First Eagle, we believe that it is possible to selectively identify companies that participate in the growing pool of human potential. We believe that these equities have resilient business models and are valued conservatively today, while government bonds — which are not truly risk-free — are priced to provide very low real returns for some time to come.

So as investors, what do we do in that context? How is it that we think about investing? Three-quarters of our portfolio is invested in enterprise. The remainder is in bonds, cash, cash equivalents, commercial paper, and gold. We own the gold as a potential hedge against the frailties in our monetary architecture. If we're going to move out of cash, giving up price stability and taking on the risk of permanent capital impairment, we want to feel that we're buying into a security that embodies a margin of safety.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Letter from the Global Value Team Portfolio Managers (continued)

In seeking margin of safety opportunities that provide the potential for long-term real returns through uncertain market cycles, there are three broad categories of businesses that we tend to own: businesses that we think of as (1) eclectic royalties, where we own part of a resilient business model that captures a small slice of the world economy and thereby have a degree of pricing power; (2) deep value opportunities, these more mundane firms are typically overlooked by the market due to accounting distortions or seasoned disappointment; and (3) supply constrained commodities, which are by their very nature long-duration investments, and favor our patient approach.

The portfolios under our care currently hold an interesting balance of businesses that we would categorize as eclectic royalties. These are attractive investments because, if the nominal stock of the world economy grows over time, be it through real economic growth or through inflation, these businesses hopefully offer the ability to grow their earnings power over time alongside this rising tide. The key here is to try to balance the mix of eclectic royalties between those that are resilient and defensive, which we believe will hold up in times of market crisis; and those that we believe will participate in "the march of man", which will benefit from the ongoing productivity improvements that happen around the world. The art is to buy them when they are not priced for growth.

Deep value opportunities are the second category of investments we seek. In this case, there is usually some form of accounting distortion or seasoned disappointment that obscures the true sustainable cash flow and economic value of a company. Many of our investments in holding companies or insurance companies with reserve float fall into this category. Others are pharmaceutical companies trading at a discount to the remaining cash flow from their existing drugs, thereby implying a negative pipeline value.

The third category of investments that we own are what we consider supply constrained commodities — businesses where the underlying commodity availability is not necessarily growing at a pace commensurate with the real economic growth trend in the world. The sustainable price for such commodities has tended to rise with incomes in order to dissuade demand. The key is to identify company opportunities where the equity price reflects a cyclically depressed underlying commodity value. Here patience is our core advantage.

It is possible that the combination of rational equity prices and well-below-average real yields on government bonds may already imply a sufficiently above-average risk premium on equities given the uncertain environment we

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
8

Letter from the Global Value Team Portfolio Managers (continued)

face. We cannot know the future for sure. We believe that for long-term investors, equities selectively purchased with a margin of safety in price, business model and management remain a sound choice for preserving wealth in real terms even though there may be stormy bouts of deleveraging along the way. At First Eagle, we take the long view by owning businesses, yet we are psychologically prepared to invest more and endure if the environment is cloudy and wait with more cash if things get frothy. We kept a little deferred purchasing power in low- or no-yielding cash to take advantage of crises. And we have kept some gold as a potential hedge against any further deterioration in man-made money — while simultaneously recognizing that gold is not a panacea, because owning it already incorporates some degree of expectation about how bad things could be. Things may get worse, but this is by no means inevitable particularly, as human potential grows.

We appreciate your confidence and thank you for your support.

Sincerely,



Matthew McLennan				T. Kimball Brooker, Jr.

Head of the Global Value Team Portfolio Manager				Portfolio Manager

Abhay Deshpande

Portfolio Manager

December 2011

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Letter from the Global Value Team Portfolio Managers (continued)

¹Source: Factset and MSCI

The performance data quoted herein represents past performance and does not guarantee future results. Market volatility can dramatically impact the fund's short-term performance. Current performance may be lower or higher than figures shown. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance data through the most recent month end is available at firsteaglefunds.com or by calling 800.334.2143. The average annual returns for Class A Shares "with sales charge" of First Eagle Global, Overseas, U.S. Value and Gold Funds give effect to the deduction of the maximum sales charge of 5.00%.

There are risks associated with investing in funds that invest in securities of foreign countries, such as erratic market conditions, economic and political instability and fluctuations in currency exchange rates. Investment in gold and gold related investments present certain risks, and returns on gold related investments have traditionally been more volatile than investments in broader equity or debt markets.

The commentary represents the opinion of the Global Value Team Portfolio Managers as of December 2011 and is subject to change based on market and other conditions. The opinions expressed are not necessarily those of the firm. First Eagle Investment Management, LLC (FEIM) became investment adviser to the Global Fund commencing January 1, 2000. These materials are provided for informational purpose only. These opinions are not intended to be a forecast of future events, a guarantee of future results, or investment advice. Any statistics contained herein have been obtained from sources believed to be reliable, but the accuracy of this information cannot be guaranteed. The views expressed herein may change at any time subsequent to the date of issue hereof. The information provided is not to be construed as a recommendation or an offer to buy or sell or the solicitation of an offer to buy or sell any fund or security.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Management's Discussion of Fund Performance

Global markets declined during the twelve-months ending October 2011 as the financial crisis in the Eurozone took its toll on overseas stocks. Concerns about Europe's ability to solve long-term structural problems negatively impacted many European economies. In France, the CAC 40 Index fell 15.4% while in Germany, the DAX Index fell 7.0% during the twelve-month period. In Japan, the Nikkei 225 Index fell 2.3%. The U.S. fared better with the S&P 500 Index increasing 8.1%. The U.S. Dollar fell 2.8% against the Japanese Yen and it rose a nominal 0.6% against the Euro. Crude oil rose 14.4% during the twelve months to $93 a barrel. Gold surged 26% to $1,715 an ounce providing evidence that investors sought a safe haven from global economic and political tensions.

First Eagle Global Fund

The net asset value ("NAV") of the Fund's Class 'A' shares rose 7.23% for the year ending October 31, 2011, while the MSCI World Index increased 1.76%. The Fund's position in cash and cash equivalents was 13.13% as of October 31, 2011.

The five largest contributors to the performance of the Fund over the period were Gold bullion (commodity, U.S.), Industrias Peñoles S.A.B. de C.V. (mining, Mexico), Sucriere de Pithiviers-Le-Vieil (sugar producer, France), ConocoPhillips (energy, U.S.), and FirstEnergy (utility, U.S.), collectively accounting for 2.77 percentage points of the year's performance.

The five largest detractors were Carrefour SA (supermarkets, France), NKSJ Holdings, Inc. (insurance, Japan), Alliant Techsystems, Inc. (defense manufacturer, U.S.), HeidelbergCement AG (cement manufacturer, Germany) and MS&AD Insurance Group Holdings (insurance, Japan). Their combined negative performance over the twelve month period subtracted 1.05 percentage points from the Fund's performance.

During the year, the Fund benefited from corporate activity with the take-outs of Sucriere de Pithiviers-Le-Vieil and Tognum AG.

As of October 31, 2011, the Fund was approximately 40% hedged versus the Japanese Yen and 40% hedged versus the Euro, slightly larger than average hedges during the previous year. Both currencies arguably warrant some premium to their long-term averages relative to the U.S. Dollar given their superior inflation and trade performance. However, in the case of the Japanese Yen, the premium ought to be moderated by their fiscal challenges. In the case of the Euro, the political disunity within Europe that is feeding a series of local

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Management's Discussion of Fund Performance (continued)

sovereign crises in peripheral markets could imperil the European financial architecture, thereby suggesting a smaller premium for the currency than is suggested by the consolidated fundamentals alone.

First Eagle Overseas Fund

The NAV of the Fund's Class 'A' shares rose 4.27% for the fiscal year ending October 31, 2011, while the MSCI EAFE Index decreased 4.08% over the same period. The Fund's position in cash and cash equivalents was 11.12% as of October 31, 2011.

The five largest contributors to the performance of the Fund over the period were Gold bullion (commodity, U.S.), Sucriere de Pithiviers-Le-Vieil (sugar producer, France), Industrias Peñoles S.A.B. de C.V. (mining, Mexico), Ono Pharmaceutical Company, Limited (pharmaceutical, Japan) and Fanuc Corporation (factory automation, Japan), collectively accounting for 3.24 percentage points of the year's performance.

The five largest detractors were NKSJ Holdings, Inc. (insurance, Japan), MS&AD Insurance Group Holdings (insurance, Japan), Carrefour SA (supermarkets, France), TNT Express NV (air freight, Netherlands) and Guoco Group Limited (diversified financial company, Hong Kong). Their combined negative performance over the twelve month period subtracted 1.26 percentage points from the Fund's performance.

During the year, the Fund benefited from corporate activity with the take-outs of Sucriere de Pithiviers-Le-Vieil, Société Vermandoise de Sucreries and Tognum AG.

As of October 31, 2011, the Fund was approximately 40% hedged versus the Japanese Yen and 40% hedged versus the Euro, slightly larger than average hedges during the previous year.

First Eagle U.S. Value Fund

The NAV of the Fund's Class 'A' shares increased 9.60% for the year ending October 31, 2011, while the S&P 500 Index rose 8.09%. The Fund's position in cash and cash equivalents was 15.90% as of October 31, 2011.

The five largest contributors to the performance of the Fund over the period were Gold bullion (commodity), ConocoPhillips (energy), Weyerhaeuser Company (forest products), Helmerich & Payne, Inc. (oil & gas drilling) and Comcast Corporation (cable), collectively accounting for 3.51 percentage points of the year's performance.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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First Eagle Global, Overseas, U.S. Value and Gold Funds

The five largest detractors were Bank of New York Mellon Corporation (bank), Alliant Techsystems, Inc. (defense manufacturer), Agnico-Eagle Mines Limited (gold mining), Catalyst Paper Corporation bonds (paper producer) and BB&T Corporation (commercial bank). Their combined negative performance over the twelve month period subtracted 1.38 percentage points from the Fund's performance.

First Eagle Gold Fund

The NAV of the Fund's Class 'A' shares rose 7.38% for the year ending October 31, 2011, while the FTSE Gold Mines Index increased 0.38%. The Fund's position in cash and cash equivalents was 5.24% as of October 31, 2011.

The five largest contributors to the performance of the First Eagle Gold Fund over the period were Gold bullion (U.S.), New Gold, Inc, (Canada), IAMGOLD Corporation (Canada), Industrias Peñoles S.A.B. de C.V. (Mexico) and Fresnillo PLC (Mexico), collectively accounting for 8.12 percentage points of the year's performance.

The five largest detractors to the Fund were Agnico-Eagle Mines Limited (Canada), Lake Shore Gold Corporation (Canada), Kinross Gold Corporation (Canada), Newcrest Mining Limited (Australia) and Great Basin Gold Limited (South Africa). Their combined negative performance over the twelve month period subtracted 4.44 percentage points from the Fund's performance.

We view gold as a hedge against "extreme outcomes," which might include such things as inflation, deflation or outright currency debasement. While we may view any of these outcomes as low probability, we believe gold can at least partially protect a portfolio against potential negative developments that these events could cause. The fiat currency system faces a number of challenges and appears to be fraying at the edges. Gold is playing the role of a substitute currency and has emerged as a viable alternative for central banks, institutional and individual investors worried about the current state of the Global monetary system. This year was marked by a divergence in the performance of gold bullion, which increased 26% versus equities (the FTSE Gold Mines Index increased 0.38%). This was due in part because many of the buyers of gold-related assets have no choice in terms of gold exposure. If you are a central banker, gold exposure is achieved through the physical metal itself. Institutional or individual investors, however, have a choice and the gold above ground isn't always the cheapest way to buy ounces. Gold mining companies can offer a call option on gold ounces. Gold is a scarce asset and as it comes to be hoarded by

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Management's Discussion of Fund Performance (continued)

both institutional investors and central banks, the only option of new supply is gold mining companies. Unlike man-made money, where the rate of increase can occur on a whim, gold is getting harder to find. Currently a number of gold mining stocks can be purchased at what we feel is an appropriate margin of safety. We continue to believe the strategy of finding the cheapest ounces, either below or above ground, has the potential to provide investors with a balanced hedge against extreme outcomes.

As always, we appreciate your confidence and thank you for your support.



Matthew McLennan				Abhay Deshpande

Head of the Global Value Team Portfolio Manager Global, Overseas and U.S. Value Funds				Portfolio Manager Global, Overseas, U.S. Value and Gold Funds



T. Kimball Brooker, Jr.				Rachel Benepe

Portfolio Manager Overseas and U.S. Value Funds Associate Portfolio Manager Global Fund				Portfolio Manager Gold Fund



Matt Lamphier				Chris Kwan

Associate Portfolio Manager U.S. Value Fund				Associate Portfolio Manager Gold Fund

December 2011

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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First Eagle Global, Overseas, U.S. Value and Gold Funds

Past performance is no guarantee of future results. The portfolios are actively managed. Current and future portfolio holdings are subject to risk.

There are risks associated with investing in funds that invest in securities of foreign countries, such as erratic market conditions, economic and political instability and fluctuations in currency exchange rates. Funds whose investments are concentrated in a specific industry or sector may be subject to a higher degree of risk than funds whose investments are diversified and may not be suitable for all investors. Hedging can reduce exposure to currency exchange movements, but cannot eliminate that exposure. It is possible to lose money under a hedge. Results from hedging transactions, which for the Funds are primarily currency forward contracts, are further described in the financial statements that follow this commentary.

The commentary represents the opinion of the Global Value Team Portfolio Managers as of December 2011 and is subject to change based on market and other conditions. These materials are provided for informational purposes only. These opinions are not intended to be a forecast of future events, a guarantee of future results, or investment advice. The views expressed herein may change at any time subsequent of the date of issue hereof. The information provided is not to be construed as a recommendation or an offer to buy or sell or the solicitation of an offer to buy or sell any fund or security.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Performance Chart¹

Average Annual Returns as of October 31, 2011

	_ONE-YEAR			_THREE-YEARS			_FIVE-YEARS			_TEN-YEARS			_SINCE_INCEPTION			_INCEPTION_DATE
First Eagle Global Fund
Class A (SGENX)
without sales charge		7.23	%		14.58	%		5.86	%		12.98	%		14.23	%	01/01/79²
with sales charge		1.87			12.64			4.78			12.40			14.10		01/01/79²
Class C (FESGX)		5.45			13.73			5.07			12.14			11.53		06/05/00
Class I (SGIIX)		7.52			14.87			6.13			13.27			12.04		07/31/98
MSCI World Index³		1.76			10.75			–1.00			4.54			9.44		01/01/79
First Eagle Overseas Fund
Class A (SGOVX)
without sales charge		4.27	%		14.58	%		5.02	%		13.66	%		12.06	%	08/31/93
with sales charge		–0.94			12.62			3.94			13.08			11.83		08/31/93
Class C (FESOX)		2.48			13.69			4.22			12.81			11.41		06/05/00
Class I (SGOIX)		4.52			14.84			5.27			13.94			12.50		07/31/98
MSCI EAFE Index⁴		–4.08			9.90			–2.41			5.73			4.42		08/31/93
First Eagle U.S. Value Fund
Class A (FEVAX)
without sales charge		9.60	%		12.57	%		4.78	%		9.09	%		9.12	%	09/04/01
with sales charge		4.12			10.66			3.71			8.53			8.57		09/04/01
Class C (FEVCX)		7.85			11.72			4.00			8.29			8.30		09/04/01
Class I (FEVIX)		9.92			12.83			5.04			9.36			9.38		09/04/01
Standard & Poor's 500 Index⁵		8.09			11.41			0.25			3.69			2.97		09/04/01
First Eagle Gold Fund
Class A (SGGDX)
without sales charge		7.38	%		37.31	%		15.79	%		23.92	%		11.04	%	08/31/93
with sales charge		2.01			34.98			14.60			23.29			10.81		08/31/93
Class C (FEGOX)		5.61			36.28			14.93			—			17.51		05/15/03
Class I (FEGIX)		7.66			37.61			16.08			—			18.68		05/15/03
FTSE Gold Mines Index⁶		0.38			36.25			10.11			16.18			3.90		08/31/93
MSCI World Index³		1.76			10.75			–1.00			4.54			5.68		08/31/93

Please see the following pages for important notes to this table.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
16

Performance Chart (continued)

	_ONE-YEAR			_THREE-YEARS			_FIVE-YEARS			_TEN-YEARS			_SINCE_INCEPTION			_INCEPTION_DATE
First Eagle Fund of America
Class A (FEFAX)
without sales charge		4.22	%		12.30	%		3.99	%		7.19	%		7.01	%	11/20/98
with sales charge		–0.99			10.40			2.93			6.64			6.59		11/20/98
Class C (FEAMX)		2.43			11.47			3.21			6.43			6.31		03/02/98
Class Y (FEAFX)⁷		4.20			12.28			3.97			7.21			11.49		04/10/87
Standard & Poor's 500 Index⁵		8.09			11.41			0.25			3.69			8.55		04/10/87

¹ The performance data quoted herein represents past performance and does not guarantee future results. Market volatility can dramatically impact the funds' short-term performance. Current performance may be lower or higher than figures shown. The investment return and principal value will fluctuate so that an investor's shares, when redeemed, may be worth more or less than their original cost. Past performance data through the most recent month end is available at www.firsteaglefunds.com or by calling 800.334.2143. The average annual returns shown on the prior page are historical and reflect changes in share price, reinvested dividends and are net of expenses. The average annual returns for Class A Shares "with sales charge'' of First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, First Eagle Gold Fund, and First Eagle Fund of America give effect to the deduction of the maximum sales charge of 5.00%.

The average annual returns for Class C Shares reflect the CDSC (Contingent Deferred Sales Charge) of 1.00% which pertains to the first year or less of investment only.

Class I Shares of First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, and First Eagle Gold Fund require $1mm minimum investment and are offered without sales charge.

Class Y Shares of First Eagle Fund of America are offered without charge.

² Commencement of management by Jean-Marie Eveillard. Mr. Eveillard transitioned to senior adviser on March 26, 2009, a position he also held from January 2005 to March 2007, and continues to be a member of First Eagle Fund's Board of Trustees and a Senior Vice President of Arnhold and S. Bleichroeder Advisers, LLC. The Fund commenced operation April 28, 1970.

³ The MSCI World Index is a widely followed, unmanaged group of stocks from 23 international markets and is not available for purchase. The index provides total returns in U.S. dollars with net dividends reinvested.

⁴ The MSCI EAFE Index is a total return index, reported in U.S. dollars, based on share prices and reinvested net dividends of approximately 1,100 companies from 21 countries and is not available for purchase.

Please see the following page for important notes to this table.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
17

Performance Chart (continued)

⁵ The Standard & Poor's 500 Index is a widely recognized unmanaged index including a representative sample of 500 leading companies in leading sectors of the U.S. economy and is not available for purchase. Although the Standard & Poor's 500 Index focuses on the large-cap segment of the market, with approximately 75% coverage of U.S. equities, it is also considered a proxy for the total market. The Standard & Poor's 500 Index includes dividends reinvested.

⁶ The FTSE Gold Mines Index is an unmanaged index composed of approximately 19 mining companies and is only available without dividends reinvested and is not available for purchase.

⁷ As of September 1, 2005 First Eagle Fund of America Class Y is closed to new investors.

Expense Ratios As Stated In The Most Recent Prospectus
Total Annual Gross Operating Expense Ratios

	_{CLASS A}			_{CLASS C}			_{CLASS I}			_{CLASS Y}
First Eagle Global Fund		1.16	%		1.91	%		0.91	%		—
First Eagle Overseas Fund		1.17			1.92			0.92			—
First Eagle U.S. Value Fund		1.24			1.99			1.00			—
First Eagle Gold Fund		1.22			1.97			0.97			—
First Eagle Fund of America		1.49			2.24			—			1.49	%

These expense ratios are presented as of October 31, 2010 and may differ from corresponding ratios shown elsewhere in this report because of differing time periods (and/or, if applicable, because these expense ratios do not include expense credits or waivers).

Investment in gold and gold related investments present certain risks, including political and economic risks affecting the price of gold and other precious metals like 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 investments in such securities may also be affected. Gold related investments as a group have not performed as well as the stock market in general during periods when the U.S. dollar is strong, inflation is low and general economic conditions are stable. In addition, returns on gold related investments have traditionally been more volatile than investments in broader equity or debt markets.

The event-driven investment style used by First Eagle Fund of America carries the additional risk that the event anticipated occurs later than expected, does not occur at all or does not have the desired effect on the market price of the securities.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
18

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Fund Overview | Data as of October 31, 2011 (unaudited)

INVESTMENT OBJECTIVE

The First Eagle Global Fund seeks long-term growth of capital by investing in a wide range of asset classes from markets in the United States and around the world. This truly global fund is managed with a highly disciplined, bottom-up, value oriented style that helps minimize risk.

Average Annual Returns
	_ONE-YEAR			_FIVE-YEARS			_TEN-YEARS
First Eagle Global Fund (A Shares)
without sales load		7.23	%		5.86	%		12.98	%
with sales load		1.87			4.78			12.40
MSCI World Index		1.76			-1.00			4.54
Consumer Price Index		3.53			2.33			2.45

Asset Allocation*

Countries*
United States	40.80	%
Japan	17.70
France	6.22
Mexico	2.72
United Kingdom	2.61
Switzerland	2.51
Germany	2.49
South Korea	1.76
South Africa	1.52
Canada	1.16
Hong Kong	1.12
Singapore	0.70
Belgium	0.70
Malaysia	0.56
Australia	0.56
Spain	0.52
Thailand	0.49
Italy	0.48
Brazil	0.46
Austria	0.44
Netherlands	0.40
Taiwan	0.39
Sweden	0.30
Ireland	0.22
Norway	0.04

* Asset allocation percentages are based on total investments in the portfolio. Country allocations exclude short term investments.

The Fund's portfolio composition is subject to change at any time.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
20

Global Fund

Growth of a $10,000 Initial Investment

Performance data quoted herein represents past performance and should not be considered indicative of future results. Performance data quoted herein does not reflect the deduction of taxes that a shareholder would pay on Fund distributions or the sale of Fund shares. The average annual returns shown above are historical and reflect changes in share price, reinvested dividends and are net of expenses.

The average annual returns for Class A Shares give effect to the deduction of the maximum sales charge of 5.00%.

The MSCI World Index is a widely followed, unmanaged group of stocks from 23 international markets and is not available for purchase. The index provides total returns in U.S. dollars with net dividends reinvested. The Consumer Price Index (CPI) represents the change in price of all goods and services purchased for consumption by urban households.

Top 10 Holdings*
Gold Bullion (precious metal)	5.79	%
Cisco Systems, Inc. (U.S. computer communications company)	1.87
Secom Company, Limited (Japanese security services provider)	1.76
Fanuc Corporation (Japanese industrial manufacturing company)	1.69
Sysco Corporation (U.S. food services distributor)	1.43
FirstEnergy Corporation (U.S. diversified energy company)	1.40
SMC Corporation (Japanese automated control devices manufacturer)	1.35
Keyence Corporation (Japanese sensors manufacturer)	1.29
Comcast Corporation, Class 'A' (U.S. cable/satellite television company)	1.28
Microsoft Corporation (U.S. software developer)	1.27
Total	19.13	%

* Holdings in cash, commercial paper and money market funds have been excluded. Percentages are based on total net assets.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
21

First Eagle Global Fund

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
Common Stocks — 76.32%
U.S. Common Stocks — 34.24%
Consumer Discretionary 2.78%
	17,414,912	Comcast Corporation, Class 'A'	$	296,976,000	$	400,542,976
	6,208,490	Omnicom Group, Inc.		186,093,077		276,153,635
	5,300,650	Home Depot, Inc.		131,119,192		189,763,270
	2,485	JG Boswell Company (a)		573,840		1,751,925
	184,753	St. John Knits International, Inc. (a)(b)		3,174,837		785,201
				617,936,946		868,997,007
Consumer Staples 3.07%
	16,020,971	Sysco Corporation		451,844,111		444,101,316
	1,837,950	Lorillard, Inc.		135,716,878		203,387,547
	2,132,090	Colgate-Palmolive Company		164,260,763		192,676,973
	2,051,045	Wal-Mart Stores, Inc.		101,774,692		116,335,273
				853,596,444		956,501,109
Energy 2.18%
	5,684,663	ConocoPhillips		292,995,737		395,936,778
	1,442,501	Apache Corporation		90,693,919		143,716,375
	3,975,644	San Juan Basin Royalty Trust (c)		141,567,358		97,164,739
	806,395	Helmerich & Payne, Inc.		17,026,317		42,884,086
				542,283,331		679,701,978
Financials 9.18%
	7,529,993	American Express Company		317,870,387		381,168,246
	15,496,327	Bank of New York Mellon Corporation		395,738,590		329,761,839
	2,714	Berkshire Hathaway, Inc., Class 'A' (b)		218,995,900		317,402,300
	9,542,046	Cincinnati Financial Corporation (c)	��	244,508,555		276,146,811
	13,224,085	Weyerhaeuser Company REIT		234,162,262		237,769,048
	9,693,682	BB&T Corporation		245,863,323		226,250,538
	5,719,208	Plum Creek Timber Company, Inc., REIT		212,342,604		215,385,373
	2,231,837	Visa, Inc., Class 'A'		164,736,476		208,141,119
	7,819,459	U.S. Bancorp		192,949,644		200,099,956
	567,206	Mastercard, Inc., Class 'A' (d)		115,777,627		196,956,611
	4,386,051	WR Berkley Corporation		117,583,057		152,678,435
	2,858,553	Rayonier, Inc., REIT		27,837,041		119,287,417
	34,924	Mills Music Trust (a)(c)		1,055,337		1,327,112
				2,489,420,803		2,862,374,805

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
22

Schedule of Investments | Year Ended October 31, 2011

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
U.S. Common Stocks — 34.24% — (continued)
Health Care 0.79%
	2,594,970	WellPoint, Inc.	$	122,915,513	$	178,793,433
	1,059,980	Johnson & Johnson		59,610,843		68,252,112
				182,526,356		247,045,545
Industrials 4.96%
	13,051,511	Cintas Corporation (c)		438,387,413		390,109,664
	4,069,880	3M Company		315,646,157		321,601,918
	3,069,252	Lockheed Martin Corporation		217,057,860		232,956,227
	3,739,616	Northrop Grumman Corporation		224,083,655		215,962,824
	3,337,753	Alliant Techsystems, Inc. (c)		300,315,627		193,856,694
	7,574,592	Blount International, Inc. (b)(c)		91,585,822		117,633,414
	1,381,358	Unifirst Corporation		30,865,195		72,314,091
	149,923	Huntington Ingalls Industries, Inc. (b)		5,649,077		4,422,728
				1,623,590,806		1,548,857,560
Information Technology 6.71%
	31,413,268	Cisco Systems, Inc.		527,420,636		582,087,856
	14,892,064	Microsoft Corporation		365,199,954		396,575,664
	12,418,960	Intel Corporation		210,916,626		304,761,278
	8,019,789	Linear Technology Corporation		227,165,656		259,119,383
	6,036,580	Texas Instruments, Inc.		154,258,826		185,504,103
	3,010,552	KLA-Tencor Corporation (d)		86,433,227		141,766,894
	2,365,411	Automatic Data Processing, Inc.		85,148,200		123,781,958
	166,427	Google, Inc., Class 'A' (b)		79,879,690		98,631,297
				1,736,422,815		2,092,228,433
Materials 2.13%
	3,170,962	Ashland, Inc.		164,743,808		167,934,147
	4,387,079	Vulcan Materials Company		223,679,544		137,271,702
	1,752,640	Martin Marietta Materials, Inc.		155,134,876		126,488,029
	1,780,037	Newmont Mining Corporation		45,037,176		118,959,873
	1,258,500	Deltic Timber Corporation (c)		62,903,243		85,187,865
	591,920	Scotts Miracle-Gro Company, Class 'A'		26,180,805		28,714,039
				677,679,452		664,555,655
Utilities 2.44%
	9,696,381	FirstEnergy Corporation		353,449,107		435,949,290
	2,491,660	Entergy Corporation		164,249,120		172,348,122
	3,760,485	IDACorp, Inc. (c)		124,066,738		151,848,384
				641,764,965		760,145,796
Total U.S. Common Stocks				9,365,221,918		10,680,407,888

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
23

Global Fund

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Common Stocks — 42.08%
Australia 0.55% (e)
	4,843,236	Newcrest Mining Limited	$	163,187,463	$	172,110,798
Austria 0.43% (e)
	3,857,199	OMV AG		157,989,372		135,453,305
Belgium 0.69% (e)
	2,788,865	Groupe Bruxelles Lambert SA		234,732,253		216,035,834
Brazil 0.46%
	5,627,216	Petroleo Brasileiro SA, ADR		113,899,508		142,312,293
Canada 1.10%
	9,423,645	Penn West Petroleum Limited		175,578,987		168,871,719
	4,207,036	Cenovus Energy, Inc.		112,423,564		143,880,631
	2,927,036	Postmedia Network, Class 'NC' (a)(b)(f)		18,719,012		29,690,945
				306,721,563		342,443,295
France 5.96%
	4,179,227	Sanofi (e)		323,385,924		301,300,343
	3,736,582	Sodexo (e)		100,240,083		271,893,756
	6,020,905	Bouygues SA (e)		269,378,433		226,620,126
	2,044,437	Neopost SA (c)(e)		184,799,958		156,702,550
	11,533,583	Société Télévision Francaise 1 (c)(e)		182,093,691		156,063,300
	2,923,549	Total SA (e)		160,184,051		153,727,676
	63,019	Sucrière de Pithiviers-Le-Vieil (c)		35,947,627		145,280,558
	956,044	Guyenne et Gascogne SA (c)(e)		108,257,344		110,368,805
	3,733,423	Carrefour SA (e)		230,370,943		99,546,264
	806,452	Société BIC SA (e)		38,193,195		72,527,286
	921,669	Wendel (e)		19,716,342		68,797,089
	504,923	Rémy Cointreau SA (e)		13,495,340		41,685,611
	157,260	Robertet SA (c)(e)		20,623,058		27,208,989
	385,000	Sabeton SA (c)(e)		4,841,233		6,926,523
	12,000,000	FINEL (a)(b)(c)(g)(h)(i)		—		6,024,021
	42,252	Robertet SA CI (a)(g)(j)		800,508		5,040,458
	104,457	Gaumont SA		6,087,824		4,967,006
	69,500	NSC Groupe (a)(b)(c)		12,298,421		4,651,883
				1,710,713,975		1,859,332,244
Germany 2.05% (e)
	7,345,731	HeidelbergCement AG		415,128,999		335,139,362
	3,784,413	Daimler AG		179,765,945		193,699,956

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
24

Schedule of Investments | Year Ended October 31, 2011

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Common Stocks — 42.08% — (continued)
Germany 2.05% (e) — (continued)
	693,440	Fraport AG	$	20,976,007	$	43,999,416
	382,160	Pfeiffer Vacuum Technology AG		30,965,774		38,923,222
	773,684	Hornbach Baumarkt AG		21,504,161		27,317,481
				668,340,886		639,079,437
Hong Kong 0.39% (e)
	12,693,580	Guoco Group Limited		115,086,260		120,613,198
	20,738,780	City e-Solutions Limited (a)(b)(c)		936,898		2,305,405
				116,023,158		122,918,603
Ireland 0.22% (e)
	3,763,310	CRH PLC		62,926,191		68,616,992
Italy 0.47% (e)
	18,139,395	Italcementi S.p.A. RSP		249,186,230		57,261,258
	4,682,069	Italcementi S.p.A.		86,201,872		31,378,400
	1,734,972	Italmobiliare S.p.A. RSP		121,356,934		30,091,203
	1,021,137	Italmobiliare S.p.A.		107,360,738		28,816,779
				564,105,774		147,547,640
Japan 17.46% (e)
	11,590,430	Secom Company Limited		528,330,685		549,729,724
	3,248,400	Fanuc Corporation		285,730,293		526,750,298
	2,693,956	SMC Corporation		294,992,485		420,231,986
	1,571,990	Keyence Corporation		313,389,646		400,770,079
	7,609,390	Shimano, Inc. (c)		189,904,791		377,219,147
	8,977,860	Astellas Pharma, Inc.		362,418,345		329,298,518
	5,211,900	Ono Pharmaceutical Company Limited		237,044,526		273,550,957
	13,591,500	NKSJ Holdings, Inc.		376,845,758		272,611,726
	12,811,860	MISUMI Group, Inc. (c)		221,342,849		267,349,719
	12,970,300	MS&AD Insurance Group Holdings		325,978,421		254,773,955
	4,896,260	Canon, Inc.		232,564,292		222,921,018
	2,318,500	Hirose Electric Company Limited (c)		246,194,572		222,822,977
	30,295	KDDI Corporation		192,498,177		222,562,225
	12,493,780	Mitsubishi Estate Company Limited		189,561,430		212,218,217
	3,901,770	Nissin Foods Holdings Company Limited		138,227,494		150,722,279
	6,136,140	Hoya Corporation		133,298,956		134,441,699
	71,439	NTT DoCoMo, Inc.		108,868,051		127,244,938
	6,109,710	THK Company Limited		106,814,295		119,415,782
	3,526,280	Chofu Seisakusho Company Limited (c)		64,322,537		90,190,066

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
25

Global Fund

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Common Stocks — 42.08% — (continued)
Japan 17.46% (e) — (continued)
	5,147,000	T. Hasegawa Company Limited (c)	$	79,849,658	$	81,766,918
	1,033,160	Shin-Etsu Chemical Company Limited		48,371,803		53,210,833
	2,719,100	Meitec Corporation (c)		79,203,905		50,780,109
	4,597	Inpex Corporation		22,079,788		30,437,362
	1,725,100	Ariake Japan Company Limited (c)		29,754,119		29,992,959
	2,002,100	Seikagaku Corporation		21,143,745		21,777,069
	231,740	Aderans Company Limited (b)		5,260,612		2,387,038
				4,833,991,233		5,445,177,598
Malaysia 0.56% (e)
	134,626,930	Genting Malaysia Berhad		116,786,948		167,471,557
	1,621,965	Genting Berhad		2,671,766		5,649,308
				119,458,714		173,120,865
Mexico 2.70%
	8,413,557	Industrias Peñoles S.A.B. de C.V.		12,663,840		347,290,408
	15,044,166	Grupo Televisa S.A.B., ADR		289,394,928		320,892,061
	6,399,253	Fresnillo PLC (e)		43,883,996		174,050,971
				345,942,764		842,233,440
Netherlands 0.40% (e)
	12,052,607	TNT Express NV		141,073,113		103,055,438
	4,391,426	PostNL NV		48,440,574		22,408,232
				189,513,687		125,463,670
Singapore 0.21% (e)
	10,153,710	Fraser and Neave Limited		8,655,703		49,549,780
	13,467,250	ComfortDelgro Corporation Limited		3,279,184		14,951,750
				11,934,887		64,501,530
South Africa 1.50%
	20,830,304	Gold Fields Limited, ADR		231,208,540		363,072,199
	8,092,307	Harmony Gold Mining Company Limited, ADR		69,852,451		106,251,991
				301,060,991		469,324,190
South Korea 1.05%
	3,476,566	KT&G Corporation (e)		187,647,559		217,480,134
	51,900	Lotte Confectionery Company Limited (e)		21,157,499		81,154,333
	39,989	Namyang Dairy Products Company Limited (c)		7,325,466		28,218,190
				216,130,524		326,852,657

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
26

Schedule of Investments | Year Ended October 31, 2011

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Common Stocks — 42.08% — (continued)
Spain 0.51% (e)
	3,295,234	Red Electrica Corporation SA	$	165,292,750	$	159,975,344
Sweden 0.30% (e)
	4,822,670	Investor AB, Class 'A'		97,284,489		92,175,052
Switzerland 2.49% (e)
	3,783,070	Pargesa Holding SA		237,781,696		297,345,394
	5,091,560	Nestlé SA		146,056,200		296,391,661
	33,300	Lindt & Spruengli AG PC		44,747,994		103,429,266
	800	Lindt & Spruengli AG		16,046,392		29,650,114
	388,803	Kuehne & Nagel International AG		7,503,142		48,481,298
				452,135,424		775,297,733
Thailand 0.49%
	30,251,300	Bangkok Bank PCL NVDR (e)		98,647,613		145,751,306
	577,000	OHTL PCL (a)		2,636,472		7,505,691
				101,284,085		153,256,997
United Kingdom 2.09%
	9,342,277	Berkeley Group Holdings PLC (b)(c)(e)		114,104,302		187,944,733
	7,387,420	GlaxoSmithKline PLC (e)		140,774,624		166,327,322
	3,387,940	Willis Group Holdings PLC		87,537,760		123,016,102
	3,052,693	Anglo American PLC (e)		74,109,213		112,275,125
	12,903,690	WM Morrison Supermarkets PLC (e)		60,790,780		62,777,862
				477,316,679		652,341,144
Total International Common Stocks				11,409,986,370		13,125,570,661
Total Common Stocks				20,775,208,288		23,805,978,549
Preferred Stocks — 1.09%
U.S. Preferred Stock — 0.05%
Utilities 0.05%
	335,000	Calenergy Capital Trust III 6.50% (a)(k)		14,782,812		16,624,375
International Preferred Stocks — 1.04%
Germany 0.42% (e)
	1,754,484	Hornbach Holding AG		63,837,360		129,919,412

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
27

Global Fund

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Preferred Stocks — 1.04% — (continued)
South Korea 0.62% (e)
	338,589	Samsung Electronics Company Limited	$	49,993,100	$	193,181,566
Total International Preferred Stocks				113,830,460		323,100,978
Total Preferred Stocks				128,613,272		339,725,353
Warrant — 0.20%
United States — 0.20%
	5,806,899	JPMorgan Chase & Co. Warrant expire 10/28/18 (b)		75,108,859		60,972,439
_OUNCES
Commodity — 5.79%
	1,051,086	Gold bullion (b)		586,146,006		1,806,763,515
_PRINCIPAL
Notes and Bonds — 2.74%
U.S. Corporate Bonds — 0.17%
$	5,467,000	Bausch & Lomb, Inc. 7.125% due 08/01/28 (a)		4,750,593		4,264,260
	5,000,000	Pulte Group, Inc. 5.20% due 02/15/15		4,516,569		4,750,000
	10,238,000	Vulcan Materials Company 6.50% due 12/01/16		9,449,721		9,922,270
	12,554,000	Yankee Candle Company, Inc. Series 'B' 8.50% due 02/15/15		12,496,852		12,867,850
	22,554,000	Yankee Candle Company, Inc. Series 'B' 9.75% due 02/15/17		21,972,083		22,102,920
Total U.S. Corporate Bonds				53,185,818		53,907,300
International Notes and Bonds — 2.57%
International Corporate Notes and Bonds — 0.30%
Canada 0.05%
	28,460,000 USD	Catalyst Paper Corporation 11.00% due 12/15/16 (a)(l)		25,078,796		16,649,100
France 0.21%
	15,000,000 EUR	Emin Leydier SA FRN 6.706% due 07/31/16 (a)(g)(h)		21,410,094		20,916,739
	12,000,000 EUR	FINEL 9.50% due 06/30/17 (a)(g)(h)		14,474,400		12,550,043
	12,050,000 EUR	Wendel SA 4.375% due 08/09/17		11,497,011		14,219,635

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
28

Schedule of Investments | Year Ended October 31, 2011

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Corporate Notes and Bonds — 0.30% — (continued)
France 0.21% — (continued)
	10,000,000 EUR	Wendel SA 4.875% due 09/21/15 (m)	$	10,834,547	$	13,456,435
	3,500,000 EUR	Wendel SA 4.875% due 05/26/16		2,823,006		4,441,321
				61,039,058		65,584,173
Norway 0.04%
	3,170,000 USD	Den Norske Creditbank FRN 0.625% due 11/30/11 (a)(n)		2,059,625		1,600,850
	3,500,000 USD	Den Norske Creditbank FRN 0.713% due 02/29/12 (a)(n)		2,610,000		1,767,500
	5,500,000 USD	Den Norske Bank ASA FRN 0.688% due 02/28/12 (a)(n)		3,888,750		2,805,000
	10,000,000 USD	Nordea Bank Norge ASA FRN 0.563% due 11/18/11 (a)(n)		6,826,750		5,900,000
				15,385,125		12,073,350
Total International Corporate Notes and Bonds				101,502,979		94,306,623
International Government Bonds — 2.27%
Hong Kong 0.72%
	371,900,000 HKD	Hong Kong Government Bond 0.48% due 09/03/12		48,011,913		48,005,406
	732,250,000 HKD	Hong Kong Government Bond 2.66% due 12/17/12		96,988,508		96,958,947
	586,700,000 HKD	Hong Kong Government Bond 4.20% due 09/17/12		78,295,546		78,239,757
				223,295,967		223,204,110
Japan 0.09%
	2,183,247,000 JPY	Japanese Government CPI Linked Bond 1.40% due 06/10/18 (o)		20,025,690		28,855,801
Singapore 0.49%
	45,343,000 SGD	Singapore Government Bond 2.50% due 10/01/12		37,653,710		36,953,993
	141,626,000 SGD	Singapore Government Bond 3.50% due 07/01/12		117,822,839		115,554,308
				155,476,549		152,508,301
South Korea 0.08%
	25,051,740,000 KRW	Inflation Linked Korea Treasury Bond 2.75% due 03/10/17 (o)		23,850,931		24,690,025

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
29

Global Fund

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Government Bonds — 2.27% — (continued)
Taiwan 0.39%
	1,767,500,000 TWD	Taiwan Government Bond 2.00% due 07/20/12	$	54,437,168	$	59,668,456
	1,826,000,000 TWD	Taiwan Government Bond 2.375% due 01/16/13		59,308,453		62,265,575
				113,745,621		121,934,031
United Kingdom 0.50%
	47,370,000 GBP	United Kingdom Gilt 5.00% due 03/07/12		76,950,394		77,618,765
	46,790,000 GBP	United Kingdom Gilt 5.25% due 06/07/12		76,910,018		77,618,352
				153,860,412		155,237,117
Total International Government Bonds				690,255,170		706,429,385
Total International Notes and Bonds				791,758,149		800,736,008
Total Notes and Bonds				844,943,967		854,643,308
Commercial Paper — 13.02%
International Commercial Paper — 6.39%
Belgium 0.57%
	16,600,000 USD	Anheuser Busch InBev WorldWide, Inc. 0.22% due 11/01/11		16,600,000		16,600,000
	15,000,000 USD	Anheuser Busch InBev WorldWide, Inc. 0.30% due 12/19/11		14,994,000		14,994,000
	32,065,000 USD	Anheuser Busch InBev WorldWide, Inc. 0.30% due 12/21/11		32,051,639		32,051,639
	98,614,000 USD	Anheuser Busch InBev WorldWide, Inc. 0.30% due 01/11/12		98,555,654		98,532,348
	15,000,000 USD	Anheuser Busch InBev WorldWide, Inc. 0.30% due 01/20/12		14,990,000		14,985,420
France 0.80%
	17,832,000 USD	Électricité de France 0.27% due 11/04/11		17,831,599		17,831,599
	55,417,000 USD	Électricité de France 0.34% due 12/02/11		55,401,253		55,401,253
	23,818,000 USD	Électricité de France 0.34% due 12/07/11		23,810,140		23,810,140
	20,000,000 USD	EI du Pont de Nemours & Company 0.17% due 01/17/12		19,992,728		19,985,874
	42,000,000 USD	Sanofi 0.13% due 12/14/11		41,993,478		41,993,478
	39,000,000 USD	Sanofi 0.13% due 12/20/11		38,993,099		38,993,099

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
30

Schedule of Investments | Year Ended October 31, 2011

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Commercial Paper — 6.39% — (continued)
France 0.80% — (continued)
	52,000,000 USD	Total SA 0.12% due 01/18/12	$	51,986,480	$	51,965,997
Germany 0.28%
	10,400,000 USD	BMW 0.27% due 11/01/11		10,400,000		10,400,000
	27,967,000 USD	Siemens Company 0.11% due 12/23/11		27,962,556		27,962,556
	50,000,000 USD	Siemens Company 0.14% due 12/19/11		49,990,667		49,990,667
Italy 0.60%
	30,000,000 USD	Eni S.p.A 0.22% due 11/02/11		29,999,817		29,999,817
	12,083,000 USD	Eni S.p.A 0.29% due 12/29/11		12,077,354		12,077,354
	10,000,000 USD	Eni S.p.A 0.30% due 12/12/11		9,996,583		9,996,583
	26,800,000 USD	Eni S.p.A 0.30% due 12/13/11		26,790,620		26,790,620
	56,168,000 USD	Eni S.p.A 0.34% due 12/15/11		56,145,346		56,145,346
	20,953,000 USD	Eni S.p.A 0.36% due 12/20/11		20,943,018		20,943,018
	30,000,000 USD	Eni S.p.A 0.43% due 01/04/12		29,977,600		29,983,749
Japan 2.43%
	11,743,000 USD	Honda Corporation 0.14% due 11/09/11		11,742,635		11,742,635
	50,000,000 USD	Honda Corporation 0.14% due 01/06/12		49,987,167		49,971,710
	50,000,000 USD	Mitsubishi Company 0.20% due 11/22/11		49,994,167		49,994,167
	40,000,000 USD	Mitsubishi Company 0.23% due 02/15/12		39,972,911		39,954,348
	30,000,000 USD	Mitsubishi Company 0.27% due 11/04/11		29,999,325		29,999,325
	30,000,000 USD	Mitsui & Company, Limited 0.20% due 01/18/12		29,987,000		29,978,406
	38,663,000 USD	Mitsui & Company, Limited 0.22% due 11/04/11		38,662,291		38,662,291
	42,154,000 USD	Mitsui & Company, Limited 0.22% due 12/13/11		42,143,180		42,143,180
	50,000,000 USD	Mitsui & Company, Limited 0.24% due 11/09/11		49,997,333		49,997,333

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
31

Global Fund

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Commercial Paper — 6.39% — (continued)
Japan 2.43% — (continued)
	25,000,000 USD	Mitsui & Company, Limited 0.24% due 11/15/11	$	24,997,667	$	24,997,667
	50,000,000 USD	Mitsui & Company, Limited 0.26% due 12/09/11		49,986,278		49,986,278
	30,000,000 USD	Sumitomo Corporation 0.28% due 11/08/11		29,998,367		29,998,367
	12,911,000 USD	Sumitomo Corporation 0.28% due 11/15/11		12,909,594		12,909,594
	44,445,000 USD	Sumitomo Corporation 0.30% due 12/06/11		44,432,037		44,432,037
	50,000,000 USD	Toyota Motor Corporation 0.19% due 11/03/11		49,999,472		49,999,472
	35,000,000 USD	Toyota Motor Corporation 0.20% due 12/02/11		34,993,972		34,993,972
	25,000,000 USD	Toyota Motor Corporation 0.21% due 11/15/11		24,997,958		24,997,958
	40,949,000 USD	Toyota Motor Corporation 0.23% due 01/12/12		40,930,163		40,932,809
	40,000,000 USD	Toyota Motor Corporation 0.25% due 12/29/11		39,983,889		39,983,889
	35,000,000 USD	Toyota Motor Corporation 0.29% due 12/30/11		34,983,365		34,983,365
	4,941,000 USD	Toyota Motor Corporation 0.30% due 02/08/12		4,936,924		4,937,390
	20,500,000 USD	Toyota Motor Corporation 0.34% due 02/02/12		20,482,524		20,486,671
Switzerland 0.42%
	12,697,000 USD	Nestlé SA 0.10% due 12/12/11		12,695,554		12,695,554
	30,000,000 USD	Nestlé SA 0.12% due 11/02/11		29,999,900		29,999,900
	36,622,000 USD	Nestlé SA 0.13% due 12/01/11		36,618,033		36,618,033
	8,093,000 USD	Nestlé SA 0.14% due 11/09/11		8,092,748		8,092,748
	44,100,000 USD	Novartis International AG 0.18% due 11/14/11		44,097,133		44,097,133
United Kingdom 1.29%
	69,277,000 USD	BP PLC 0.20% due 01/13/12		69,248,904		69,262,334
	20,579,000 USD	BP PLC 0.20% due 03/26/12		20,562,308		20,563,286

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
32

Schedule of Investments | Year Ended October 31, 2011

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Commercial Paper — 6.39% — (continued)
United Kingdom 1.29% — (continued)
	30,000,000 USD	BP PLC 0.20% due 04/03/12	$	29,974,333	$	29,975,457
	30,000,000 USD	Diageo Capital PLC 0.41% due 11/29/11		29,990,667		29,990,667
	14,109,000 USD	Diageo Capital PLC 0.42% due 11/08/11		14,107,875		14,107,875
	50,000,000 USD	Diageo Capital PLC 0.44% due 11/18/11		49,989,847		49,989,847
	44,181,000 USD	Diageo Capital PLC 0.46% due 11/28/11		44,166,089		44,166,089
	50,000,000 USD	Diageo Capital PLC 0.47% due 12/12/11		49,973,805		49,973,805
	25,000,000 USD	Diageo Capital PLC 0.51% due 11/30/11		24,989,931		24,989,931
	50,000,000 USD	Reckitt Benckiser Group PLC 0.39% due 12/05/11		49,982,056		49,982,056
	20,000,000 USD	Reckitt Benckiser Group PLC 0.39% due 12/09/11		19,991,978		19,991,978
Total International Commercial Paper				1,992,083,011		1,992,014,114
U.S. Commercial Paper — 6.63%
$	9,250,000	Avery Dennison Corporation 0.30% due 11/01/11		9,250,000		9,250,000
	39,821,000	Campbell Soup Company 0.20% due 01/09/12		39,805,735		39,813,490
	4,000,000	Caterpillar Corporation 0.09% due 12/20/11		3,999,510		3,999,510
	32,246,000	Caterpillar Corporation 0.09% due 12/22/11		32,241,889		32,241,889
	34,463,000	Coca-Cola Company 0.13% due 11/01/11		34,463,000		34,463,000
	95,000,000	Coca-Cola Company 0.13% due 12/14/11		94,985,249		94,985,249
	37,500,000	Coca-Cola Company 0.14% due 12/07/11		37,494,750		37,494,750
	27,874,000	Coca-Cola Company 0.14% due 01/10/12		27,866,412		27,868,612
	50,000,000	Coca-Cola Company 0.16% due 01/05/12		49,985,556		49,991,750
	50,000,000	Coca-Cola Company 0.16% due 01/19/12		49,982,444		49,987,445
	19,528,000	Coca-Cola Company 0.17% due 02/10/12		19,518,686		19,520,144

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
33

Global Fund

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
U.S. Commercial Paper — 6.63% — (continued)
$	25,000,000	ConocoPhillips 0.14% due 11/16/11	$	24,998,542	$	24,998,542
	34,307,000	ConocoPhillips 0.16% due 11/07/11		34,306,085		34,306,085
	23,146,000	ConocoPhillips 0.16% due 12/06/11		23,142,399		23,142,399
	46,950,000	ConocoPhillips 0.20% due 11/18/11		46,945,566		46,945,566
	24,700,000	ConocoPhillips 0.22% due 01/25/12		24,687,170		24,692,743
	27,400,000	ConocoPhillips 0.23% due 12/23/11		27,390,897		27,390,897
	20,000,000	ConocoPhillips 0.30% due 01/26/12		19,985,667		19,993,958
	7,812,000	ConocoPhillips 0.33% due 01/11/12		7,807,070		7,810,438
	38,928,000	Dell, Inc. 0.19% due 04/09/12		38,895,127		38,838,341
	35,000,000	Dell, Inc. 0.36% due 07/09/12		34,914,590		34,834,380
	31,500,000	Dell, Inc. 0.36% due 07/11/12		31,422,519		31,348,425
	28,071,000	Dell, Inc. 0.36% due 07/18/12		28,000,043		27,927,931
	35,000,000	Hewlett-Packard Company 0.16% due 11/01/11		35,000,000		35,000,000
	15,000,000	Hewlett-Packard Company 0.16% due 12/05/11		14,997,733		14,997,733
	25,000,000	Hewlett-Packard Company 0.17% due 01/03/12		24,992,562		24,988,755
	25,000,000	Hewlett-Packard Company 0.18% due 01/18/12		24,990,250		24,985,572
	10,743,000	Hewlett-Packard Company 0.18% due 01/20/12		10,738,703		10,736,619
	12,171,000	Hewlett-Packard Company 0.30% due 01/17/12		12,163,190		12,164,090
	40,000,000	Honeywell International, Inc. 0.14% due 03/30/12		39,976,667		39,967,956
	3,000,000	Kraft Foods, Inc. 0.15% due 11/01/11		3,000,000		3,000,000
	50,000,000	Kraft Foods, Inc. 0.36% due 11/21/11		49,990,278		49,990,278
	35,000,000	Kraft Foods, Inc. 0.36% due 11/28/11		34,990,812		34,990,812

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
34

Schedule of Investments | Year Ended October 31, 2011

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
U.S. Commercial Paper — 6.63% — (continued)
$	3,600,000	NYSE Euronext 0.28% due 11/01/11	$	3,600,000	$	3,600,000
	40,000,000	PepsiCo, Inc. 0.07% due 01/06/12		39,994,867		39,993,152
	42,519,000	Philip Morris International, Inc. 0.08% due 11/07/11		42,518,433		42,518,433
	23,062,000	Philip Morris International, Inc. 0.10% due 12/16/11		23,059,117		23,059,117
	50,000,000	Philip Morris International, Inc. 0.12% due 01/23/12		49,986,167		49,960,565
	50,000,000	Philip Morris International, Inc. 0.12% due 02/07/12		49,983,667		49,949,400
	47,946,000	Philip Morris International, Inc. 0.13% due 02/06/12		47,929,206		47,898,231
	38,730,000	Proctor & Gamble Company 0.10% due 02/13/12		38,718,811		38,717,010
	25,000,000	Proctor & Gamble Company 0.10% due 02/14/12		24,992,708		24,991,460
	47,500,000	Proctor & Gamble Company 0.10% due 02/21/12		47,485,222		47,481,660
	35,500,000	Proctor & Gamble Company 0.10% due 02/22/12		35,488,857		35,486,059
	49,994,000	Proctor & Gamble Company 0.10% due 03/01/12		49,977,196		49,971,638
	15,000,000	Proctor & Gamble Company 0.11% due 11/10/11		14,999,587		14,999,587
	38,999,000	Proctor & Gamble Company 0.11% due 11/16/11		38,997,213		38,997,213
	44,000,000	Proctor & Gamble Company 0.11% due 11/17/11		43,997,849		43,997,849
	30,000,000	Proctor & Gamble Company 0.12% due 11/10/11		29,999,100		29,999,100
	48,345,000	Questar Corporation 0.22% due 11/10/11		48,342,341		48,342,341
	50,000,000	Sherwin-Williams Company 0.22% due 01/25/12		49,974,028		49,950,790
	58,000,000	Sherwin-Williams Company 0.23% due 12/16/11		57,983,325		57,983,325
	39,000,000	Verizon Communications, Inc. 0.30% due 11/21/11		38,993,500		38,993,500
	40,000,000	Verizon Communications, Inc. 0.31% due 11/17/11		39,994,489		39,994,489
	20,000,000	Verizon Communications, Inc. 0.33% due 11/07/11		19,998,933		19,998,933

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
35

Global Fund

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
U.S. Commercial Paper — 6.63% — (continued)
$	25,316,000	Verizon Communications, Inc. 0.33% due 11/14/11	$	25,313,075	$	25,313,075
	50,000,000	Verizon Communications, Inc. 0.34% due 11/14/11		49,994,042		49,994,042
	40,000,000	Walt Disney Company 0.08% due 01/20/12		39,992,889		39,987,040
	30,130,000	Walt Disney Company 0.09% due 02/07/12		30,122,618		30,117,074
	20,000,000	WellPoint, Inc. 0.30% due 11/08/11		19,998,833		19,998,833
	15,000,000	WellPoint, Inc. 0.30% due 12/12/11		14,994,875		14,994,875
	15,000,000	WellPoint, Inc. 0.41% due 12/22/11		14,991,500		14,991,500
	20,000,000	WellPoint, Inc. 0.41% due 01/17/12		19,982,889		19,989,514
	5,411,000	WellPoint, Inc. 0.41% due 02/07/12		5,405,108		5,407,191
	10,000,000	WellPoint, Inc. 0.41% due 02/29/12		9,986,667		9,990,891
	5,800,000	Western Union Company 0.30% due 11/01/11		5,800,000		5,800,000
	3,000,000	Whirlpool Corporation 0.66% due 11/02/11		2,999,946		2,999,946
Total U.S. Commercial Paper				2,069,526,159		2,069,135,192
Total Commercial Paper				4,061,609,170		4,061,149,306
Total Investment Portfolio Excluding Options Written — 99.16%			$	26,471,629,562	$	30,929,232,470

_CONTRACTS			_{STRIKE PRICE}		_{EXPIRATION DATE}	_{VALUE (NOTE 1)}
Covered Call Options Written — (0.01)%
	15,050	KLA-Tencor Corporation	$	55.00	March 2012	$	(1,881,250	)
	2,500	Mastercard, Inc., Class 'A'		390.00	November 2011		(487,500	)
Total Covered Call Options Written (Premiums Received: $2,030,334)							(2,368,750	)
Total Investments — 99.15% (Cost: $26,469,599,228)							30,926,863,720
Other Assets in Excess of Liabilities — 0.85%							265,245,182
Net Assets — 100.00%						$	31,192,108,902

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
36

Schedule of Investments | Year Ended October 31, 2011

(a) Security is deemed illiquid. At October 31, 2011, the value of these securities amounted to $142,160,508 or 0.46% of net assets.

(b) Non-income producing security/commodity.

(c) An affiliate of the Fund as defined by the Investment Company Act of 1940. An affiliate is defined as a company in which the Fund directly or indirectly owns, controls, or holds power to vote 5% or more of the outstanding voting securities.

(d) At October 31, 2011, all or a portion of this security was segregated to cover collateral requirement for options.

(e) Securities with a total market value equal to $11,501,705,483 have been fair valued based on fair value adjustment factors at October 31, 2011.

(f) Represents variable voting shares.

(g) Securities valued in accordance with fair value procedures under the supervision of the Board of Trustees, representing $44,531,261 or 0.14% of net assets.

(h) Represents securities that are subject to legal or contractual restrictions on resale. At October 31, 2011, the value of these securities amounted to $39,490,803 or 0.13% of net assets.

(i) Held through Financiere Rouge, LLC, wholly owned holding company and disregarded entity for U.S. tax purposes.

(j) Represents non-voting class of shares.

(k) This security is convertible until September 1, 2027 and is subject to a call feature and may be called in full or partially on or anytime after November 21, 2011.

(l) All or a portion of the security is exempt from registration under the Securities Act of 1933. Rule 144A securities may only be sold to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933.

(m) Represents a security registered under Regulation S. Bonds sold under Regulation S may not be offered, sold or delivered within the U.S., or for the account or benefit of, U.S. persons, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act of 1933.

(n) Floating rate security. Rate shown is the rate in effect at October 31, 2011.

(o) Inflation protected security.

At October 31, 2011, aggregate cost for federal income tax purposes was $26,803,665,015. Net unrealized appreciation consisted of:

Gross unrealized appreciation	$	5,731,709,511
Gross unrealized depreciation		(1,608,510,806	)
Net unrealized appreciation	$	4,123,198,705

Abbreviations used in this schedule include:

ADR — American Depository Receipt

CPI — Consumer Price Index

FRN — Floating Rate Note

NVDR — Non-Voting Depository Receipt

NYSE — New York Stock Exchange

PC — Participation Certificate

PCL — Public Company Limited

PLC — Public Limited Company

REIT — Real Estate Investment Trust

RSP — Represents Non-Voting Shares

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
37

Global Fund

Currencies

EUR — Euro

GBP — British Pound

HKD — Hong Kong Dollar

JPY — Japanese Yen

KRW — South Korean Won

SGD — Singapore Dollar

TWD — Taiwan Dollar

USD — United States Dollar

_{RESTRICTED SECURITIES}	_ACQUISITION_DATE	_COST		_{CARRYING VALUE PER}_{SHARE/PRINCIPAL}
Emin Leydier SA FRN 6.71% due 7/31/16	07/30/09	$	21,410,094	$	1.39
FINEL 9.50% due 6/30/17	06/22/05		14,474,400		1.05
FINEL	07/30/09		—		0.50

Foreign Currency Exchange Contracts — Sales

_SETTLEMENT_DATES_THROUGH	_{FOREIGN CURRENCY}_{TO BE DELIVERED}			_{U.S. $}_{TO BE}_RECEIVED		_{U.S. $ VALUE}_{AT OCTOBER 31,}₂₀₁₁		_UNREALIZED_APPRECIATION_{AT OCTOBER 31,}₂₀₁₁		_UNREALIZED_DEPRECIATION_{AT OCTOBER 31,}₂₀₁₁
12/14/11		165,092,000	Euro	$	236,081,560	$	230,128,837	$	5,952,723	$	—
02/15/12		293,676,000	Euro		416,426,299		409,350,663		7,075,636		—
03/21/12		201,863,000	Euro		276,945,943		281,306,705		—		(4,360,762	)
04/18/12		303,458,000	Euro		420,963,919		422,886,095		—		(1,922,176	)
12/14/11		22,444,444,000	Japanese Yen		279,507,397		288,145,028		—		(8,637,631	)
02/15/12		50,563,655,000	Japanese Yen		651,642,709		649,624,009		2,018,700		—
03/21/12		21,649,698,000	Japanese Yen		283,058,089		278,498,401		4,559,688		—
04/18/12		78,299,847,000	Japanese Yen		1,002,613,410		1,006,846,807		—		(4,233,397	)
				$	3,567,239,326	$	3,566,786,545	$	19,606,747	$	(19,153,966	)

Affiliated Securities

_AFFILIATED_SECURITIES	_SHARES_{OCTOBER 31,}₂₀₁₀		_GROSS_ADDITIONS		_GROSS_REDUCTIONS		_SHARES_{OCTOBER 31,}₂₀₁₁		_{MARKET VALUE}_{OCTOBER 31,}₂₀₁₁		_REALIZED_GAIN/(LOSS)		_DIVIDEND_INCOME
Alliant Techsystems, Inc.		2,864,349		473,404		—		3,337,753	$	193,856,694	$	—	$	1,907,971
Ariake Japan Company Limited		1,725,100		—		—		1,725,100		29,992,959		—		809,860
Berkeley Group Holdings PLC		8,354,385		987,892		—		9,342,277		187,944,733		—		—
Blount International, Inc.		9,778,961		—		2,204,369		7,574,592		117,633,414		550,489		—

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
38

Schedule of Investments | Year Ended October 31, 2011

Affiliated Securities — (continued)

_AFFILIATED_SECURITIES	_SHARES_{OCTOBER 31,}₂₀₁₀		_GROSS_ADDITIONS		_GROSS_REDUCTIONS		_SHARES_{OCTOBER 31,}₂₀₁₁		_{MARKET VALUE}_{OCTOBER 31,}₂₀₁₁		_REALIZED_GAIN/(LOSS)			_DIVIDEND_INCOME
Chofu Seisakusho Company Limited		3,501,380		24,900		—		3,526,280	$	90,190,066	$	—		$	1,198,017
Cincinnati Financial Corporation		8,975,246		566,800		—		9,542,046		276,146,811		—			14,610,969
Cintas Corporation		13,051,511		—		—		13,051,511		390,109,664		—			6,395,240
City e-Solutions Limited		20,738,780		—		—		20,738,780		2,305,405		—			—
Deltic Timber Corporation		1,258,500		—		—		1,258,500		85,187,865		—			377,550
FINEL		12,000,000		—		—		12,000,000		6,024,021		—			—
Guyenne et Gascogne SA		956,044		—		—		956,044		110,368,805		—			5,499,735
Hirose Electric Company Limited		1,775,270		543,230		—		2,318,500		222,822,977		—			3,752,580
IDACorp, Inc.		4,117,660		—		357,175		3,760,485		151,848,384		1,768,353			4,834,040
Meitec Corporation		2,719,100		—		—		2,719,100		50,780,109		—			1,803,040
Mills Music Trust		34,924		—		—		34,924		1,327,112		—			130,563
MISUMI Group, Inc.		13,629,830		—		817,970		12,811,860		267,349,719		4,959,635			1,520,619
Namyang Dairy Products Company Limited		39,989		—		—		39,989		28,218,190		—			29,128
Neopost SA		2,306,626		—		262,189		2,044,437		156,702,550		(3,063,134	)		9,747,125
NSC Groupe		69,500		—		—		69,500		4,651,883		—			—
Pfeiffer Vacuum Technology AG*		1,172,304		—		790,144		382,160		38,923,222		23,916,680			1,639,380
Robertet SA		160,048		—		2,788		157,260		27,208,989		(23,422	)		518,377
Sabeton SA		385,000		—		—		385,000		6,926,523		—			102,820
San Juan Basin Royalty Trust		3,975,644		—		—		3,975,644		97,164,739		—			5,464,900
Shimano, Inc.		7,096,370		513,020		—		7,609,390		377,219,147		—			5,060,578
Société Télévision Francaise 1		—		11,533,583		—		11,533,583		156,063,300		—			—

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
39

Global Fund

Affiliated Securities — (continued)

_AFFILIATED_SECURITIES	_SHARES_{OCTOBER 31,}₂₀₁₀		_GROSS_ADDITIONS		_GROSS_REDUCTIONS		_SHARES_{OCTOBER 31,}₂₀₁₁		_{MARKET VALUE}_{OCTOBER 31,}₂₀₁₁		_REALIZED_GAIN/(LOSS)		_DIVIDEND_INCOME
Sucrière de Pithiviers- Le-Vieil		63,019		—		—		63,019	$	145,280,558	$	—	$	3,244,742
T. Hasegawa Company Limited		5,147,000		—		—		5,147,000		81,766,918		—		1,521,925
Total									$	3,304,014,757	$	28,108,601	$	70,169,159

* Represents an unaffiliated issuer as of October 31, 2011, as such, amounts represented above will not agree to balances in the Statement of Assets and Liabilities and Statement of Operations.

_{INDUSTRY DIVERSIFICATION FOR PORTFOLIO HOLDINGS}	_{PERCENT OF}_{NET ASSETS}
U.S. Common Stocks
Consumer Discretionary		2.78	%
Consumer Staples		3.07
Energy		2.18
Financials		9.18
Health Care		0.79
Industrials		4.96
Information Technology		6.71
Materials		2.13
Utilities		2.44
Total U.S. Common Stocks		34.24
International Common Stocks
Consumer Discretionary		5.82
Consumer Staples		4.51
Energy		2.58
Financials		5.58
Health Care		3.51
Industrials		8.43
Information Technology		3.64
Materials		6.38
Telecommunication Services		1.12
Utilities		0.51
Total International Common Stocks		42.08

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
40

Schedule of Investments | Year Ended October 31, 2011

_{INDUSTRY DIVERSIFICATION FOR PORTFOLIO HOLDINGS — (CONTINUED)}	_{PERCENT OF}_{NET ASSETS}
U.S. Preferred Stock
Utilities		0.05	%
Total U.S. Preferred Stock		0.05
International Preferred Stocks
Consumer Discretionary		0.42
Information Technology		0.62
Total International Preferred Stocks		1.04
Warrant		0.20
Commodity		5.79
U.S. Corporate Bonds
Consumer Discretionary		0.14
Materials		0.03
Total U.S. Corporate Bonds		0.17
International Notes and Bonds
Financials		0.08
Government Issues		2.27
Industrials		0.10
Materials		0.12
Total International Notes and Bonds		2.57
Commercial Paper
International Commercial Paper		6.39
U.S. Commercial Paper		6.63
Total Commercial Paper		13.02
Covered Call Options Written		(0.01	)
Total Investments		99.15	%

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
41

Fund Overview | Data as of October 31, 2011 (unaudited)

INVESTMENT OBJECTIVE

The First Eagle Overseas Fund seeks long-term growth of capital by investing primarily in equities issued by non-U.S. corporations. Management's research-driven process seeks to minimize risk by focusing on undervalued securities.

Average Annual Returns
	_ONE-YEAR			_FIVE-YEARS			_TEN-YEARS
First Eagle Overseas Fund (A Shares)
without sales load		4.27	%		5.02	%		13.66	%
with sales load		-0.94			3.94			13.08
MSCI EAFE Index		-4.08			-2.41			5.73
Consumer Price Index		3.53			2.33			2.45

Asset Allocation*

Countries*
Japan	30.06	%
France	10.61
United States	7.97
Germany	5.23
Switzerland	4.22
South Korea	3.59
Singapore	3.35
United Kingdom	3.27
Mexico	2.76
Hong Kong	2.34
Canada	2.32
South Africa	1.78
Thailand	1.77
Austria	1.35
Netherlands	1.28
Australia	1.01
Malaysia	0.91
Spain	0.81
Brazil	0.80
Taiwan	0.80
Bermuda	0.50
Italy	0.48
Sweden	0.47
Greece	0.39
Ireland	0.36
Belgium	0.28
Turkey	0.17

* Asset allocation percentages are based on total investments in the portfolio. Country allocations exclude short term investments.

The Fund's portfolio composition is subject to change at any time.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
42

Overseas Fund

Growth of a $10,000 Initial Investment

The average annual returns for Class A Shares give effect to the deduction of the maximum sales charge of 5.00%.

The MSCI EAFE Index is a total return index, reported in U.S. Dollars, based on share prices and reinvested net dividends of approximately 1,100 companies from 21 countries and is not available for purchase. The Consumer Price Index (CPI) represents the change in price of all goods and services purchased for consumption by urban households.

Top 10 Holdings*
Gold Bullion (precious metal)	7.45	%
Shimano, Inc. (Japanese bicycle parts manufacturer)	2.38
Fanuc Corporation (Japanese automated machine tools manufacturer)	2.31
Secom Company Limited (Japanese security services provider)	1.94
SMC Corporation (Japanese automated control devices manufacturer)	1.83
Pargesa Holding SA (Swiss diversified financials company)	1.69
Grupo Televisa S.A.B., ADR (Mexican media company)	1.67
HeidelbergCement AG (German building materials manufacturer)	1.62
Keyence Corporation (Japanese sensors manufacturer)	1.53
Nestlé SA (Swiss food product manufacturer)	1.49
Total	23.91	%

* Holdings in cash, commercial paper, and money market funds have been excluded. Percentages are based on total net assets.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
43

First Eagle Overseas Fund

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
Common Stocks — 74.35%
International Common Stocks — 73.90%
Australia 1.00% (a)
	1,934,810	Newcrest Mining Limited	$	65,191,276	$	68,756,033
	15,791,758	Spotless Group Limited (b)		38,417,424		33,064,856
				103,608,700		101,820,889
Austria 1.34% (a)
	2,047,932	OMV AG		83,876,284		71,917,253
	5,294,031	Wienerberger AG		82,217,732		64,461,246
				166,094,016		136,378,499
Belgium 0.28% (a)
	366,943	Groupe Bruxelles Lambert SA		27,696,696		28,424,767
Bermuda 0.49% (a)
	994,200	Jardine Matheson Holdings Limited		29,348,034		50,106,279
Brazil 0.79%
	3,198,194	Petroleo Brasileiro SA, ADR		48,449,086		80,882,326
Canada 2.03%
	4,773,441	Penn West Petroleum Limited		91,218,197		85,540,063
	1,914,012	Cenovus Energy, Inc.		38,341,076		65,459,211
	1,100,050	EnCana Corporation		14,298,776		23,871,085
	485,215	Cogeco Cable, Inc.		21,284,295		23,124,746
	875,938	Postmedia Network, Class 'NC' (c)(d)(e)		5,591,396		8,885,243
				170,733,740		206,880,348
France 10.05%
	1,660,899	Sodexo (a)		46,115,630		120,855,923
	1,660,633	Sanofi (a)		135,351,026		119,722,928
	3,035,158	Bouygues SA (a)		135,899,173		114,239,951
	39,143	Sucrière de Pithiviers-Le-Vieil (b)		15,598,306		90,238,133
	1,534,380	Total SA (a)		90,001,276		80,681,621
	5,831,713	Société Télévision Francaise 1 (a)		92,742,720		78,910,116
	827,900	Neopost SA (a)		44,073,366		63,457,099
	558,938	Laurent-Perrier (a)(b)		19,851,603		58,029,688
	1,608,488	Carrefour SA (a)		69,265,330		42,887,980
	235,837	Robertet SA (a)(b)		20,591,063		40,804,314
	51,500	Robertet SA CI (e)(f)(g)		2,151,628		6,143,699
	348,206	Guyenne et Gascogne SA (a)		40,270,290		40,198,024
	895,904	Fregate (b)(e)(f)(h)		23,101,991		37,941,018

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
44

Schedule of Investments | Year Ended October 31, 2011

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Common Stocks — 73.90% — (continued)
France 10.05% — (continued)
	505,501	Wendel (a)	$	10,862,584	$	37,732,632
	297,268	Société BIC SA (a)		11,253,819		26,734,438
	442,830	Société Foncière Financière et de Participations (a)		29,139,582		20,855,938
	364,373	Gaumont SA		21,698,753		17,326,198
	176,658	Rémy Cointreau SA (a)		4,547,566		14,584,594
	11,593,581	FINEL (b)(c)(e)(f)(h)(i)		9,152,131		5,819,998
	1,000	Société Vermandoise de Sucreries (a)(e)		854,846		4,693,067
	100,000	Sabeton SA (a)		1,463,142		1,799,097
				823,985,825		1,023,656,456
Germany 4.20% (a)
	3,619,240	HeidelbergCement AG		200,929,134		165,123,088
	6,418,531	Deutsche Wohnen AG (b)		67,969,040		95,236,453
	1,717,105	Daimler AG		82,782,102		87,887,649
	1,517,790	Hamburger Hafen und Logistik AG		53,801,823		47,027,445
	296,503	Fraport AG		8,930,449		18,813,392
	137,466	Pfeiffer Vacuum Technology AG		3,635,898		14,000,993
				418,048,446		428,089,020
Greece 0.39% (a)
	7,182,037	Jumbo SA (b)		47,401,214		39,229,562
Hong Kong 0.95% (a)
	7,806,340	Guoco Group Limited		57,283,838		74,175,105
	8,166,100	Hopewell Holdings Limited		11,153,124		21,207,967
	10,851,720	City e-Solutions Limited (c)(e)		323,358		1,206,320
				68,760,320		96,589,392
Ireland 0.35% (a)
	1,970,920	CRH PLC		32,976,584		35,936,078
Italy 0.48% (a)
	7,315,306	Italcementi S.p.A. RSP		87,341,485		23,092,480
	1,197,736	Italmobiliare S.p.A. RSP		50,324,930		20,773,429
	168,142	Italmobiliare S.p.A.		19,250,153		4,745,016
				156,916,568		48,610,925
Japan 29.81% (a)
	4,886,870	Shimano, Inc. (b)		81,201,320		242,256,072
	1,451,840	Fanuc Corporation		133,535,622		235,425,795
	4,170,700	Secom Company Limited		178,984,614		197,814,728

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
45

Overseas Fund

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Common Stocks — 73.90% — (continued)
Japan 29.81% (a) — (continued)
	1,193,590	SMC Corporation	$	153,637,312	$	186,188,897
	610,300	Keyence Corporation		120,033,342		155,592,580
	7,175,100	MS&AD Insurance Group Holdings		169,497,975		140,939,578
	6,858,800	NKSJ Holdings, Inc.		192,868,071		137,570,489
	2,451,100	Ono Pharmaceutical Company Limited		100,329,417		128,648,046
	3,260,440	Astellas Pharma, Inc.		133,084,592		119,589,530
	15,600	KDDI Corporation		98,883,381		114,605,404
	1,050,800	Hirose Electric Company Limited		115,774,722		100,988,736
	2,035,070	Canon, Inc.		97,083,761		92,654,368
	4,092,170	MISUMI Group, Inc.		70,195,915		85,392,792
	2,107,490	Nissin Foods Holdings Company Limited		74,661,603		81,410,666
	3,498,960	Nomura Research Institute Limited		68,063,992		78,919,019
	4,400,050	Mitsubishi Estate Company Limited		65,929,737		74,738,851
	7,627,430	Kansai Paint Company Limited		60,795,887		71,805,193
	3,239,630	Hoya Corporation		70,381,030		70,979,698
	2,657,590	Nitto Kohki Company Limited (b)		46,435,145		60,375,543
	6,577,300	Japan Wool Textile Company Limited (b)		49,871,284		53,082,415
	2,023,800	Chofu Seisakusho Company Limited (b)		33,120,144		51,761,816
	3,206,911	T. Hasegawa Company Limited (b)		43,073,853		50,946,032
	2,485,480	Daiichikosho Company Limited		27,081,144		48,381,862
	26,230	NTT DoCoMo, Inc.		39,858,813		46,720,065
	2,252,610	THK Company Limited		36,188,958		44,027,816
	540,980	Shin-Etsu Chemical Company Limited		25,322,466		27,862,089
	2,013,324	Nagaileben Company Limited (b)		19,961,972		27,825,444
	1,570,700	Ariake Japan Company Limited		32,942,453		27,308,528
	2,004,440	OSG Corporation		22,787,950		25,759,430
	1,286,140	As One Corporation (b)		26,246,127		24,646,251
	1,058,246	Matsumoto Yushi-Seiyaku Company Limited (b)(e)		25,950,562		24,262,761
	2,184,600	Seikagaku Corporation		17,648,500		23,762,142
	2,535,900	Yomeishu Seizo Company Limited (b)		22,847,623		23,416,589
	2,068,330	Maezawa Kasei Industries Company Limited (b)		31,939,631		22,357,474
	815,690	Icom, Inc. (b)		21,122,543		19,994,264
	508,106	SK Kaken Company Limited		9,470,131		18,949,279
	1,014,200	Meitec Corporation		29,317,475		18,940,527

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
46

Schedule of Investments | Year Ended October 31, 2011

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Common Stocks — 73.90% — (continued)
Japan 29.81% (a) — (continued)
	3,296,040	Okumura Corporation	$	16,402,020	$	13,046,679
	493,250	Mandom Corporation		6,249,764		12,631,119
	1,907	Inpex Corporation		9,159,486		12,626,506
	2,572,675	TOMONY Holdings, Inc.		17,372,742		10,231,308
	806,280	Chudenko Corporation		12,295,496		8,753,059
	453,900	Fuji Seal International, Inc.		8,026,006		8,615,158
	1,215,770	Sansei Yusoki Company Limited (b)		10,175,013		6,013,251
	1,424,100	Shingakukai Company Limited (b)		10,266,277		4,988,869
	757,100	Asahi Broadcasting Corporation		4,045,203		3,757,062
				2,640,121,074		3,036,563,780
Malaysia 0.90% (a)
	72,262,570	Genting Malaysia Berhad		62,743,594		89,892,305
	594,690	Genting Berhad		979,066		2,071,307
				63,722,660		91,963,612
Mexico 2.74%
	7,987,622	Grupo Televisa S.A.B., ADR		158,160,868		170,375,977
	2,623,392	Industrias Peñoles S.A.B. de C.V.		2,199,981		108,287,004
				160,360,849		278,662,981
Netherlands 1.27% (a)
	539,055	HAL Trust		18,095,972		63,512,216
	6,299,709	TNT Express NV		73,564,025		53,865,464
	2,340,827	PostNL NV		25,821,064		11,944,593
				117,481,061		129,322,273
Singapore 2.36% (a)
	23,192,830	Haw Par Corporation Limited (b)		76,875,317		103,374,204
	70,167,015	ComfortDelgro Corporation Limited		68,385,814		77,901,551
	16,373,450	Singapore Airport Terminal Services Limited		18,528,182		31,964,489
	5,640,520	Fraser and Neave Limited		6,680,505		27,525,557
				170,469,818		240,765,801
South Africa 1.77%
	7,868,291	Gold Fields Limited, ADR		99,463,345		137,144,312
	3,275,059	Harmony Gold Mining Company Limited, ADR		30,822,097		43,001,525
				130,285,442		180,145,837

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
47

Overseas Fund

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Common Stocks — 73.90% — (continued)
South Korea 2.45%
	1,318,522	KT&G Corporation (a)	$	70,025,885	$	82,481,489
	35,325	Lotte Confectionery Company Limited (a)		12,445,892		55,236,548
	186,884	Nong Shim Company Limited (a)		43,886,371		36,621,147
	119,080	Amorepacific Group (a)		18,151,496		26,048,123
	872,463	Fursys, Inc. (a)(b)		10,110,165		21,818,695
	22,950	Namyang Dairy Products Company Limited		4,912,653		16,194,640
	1,182,040	Dong Ah Tire & Rubber Company Limited (a)		5,161,359		9,410,476
	146,969	Teems, Inc. (a)(b)(c)		1,280,866		1,443,520
				165,974,687		249,254,638
Spain 0.81% (a)
	1,688,700	Red Electrica Corporation SA		84,248,760		81,982,149
Sweden 0.47% (a)
	2,494,571	Investor AB, Class 'A'		50,462,756		47,678,404
Switzerland 4.19% (a)
	2,196,591	Pargesa Holding SA		115,479,876		172,649,783
	2,610,500	Nestlé SA		79,226,015		151,963,334
	193,016	Rieter Holding AG (c)		26,177,079		40,418,728
	792	Lindt & Spruengli AG		5,105,206		29,353,613
	137,452	Kuehne & Nagel International AG		1,733,811		17,139,403
	225,026	Autoneum Holding AG (c)		12,062,900		15,311,848
				239,784,887		426,836,709
Taiwan 0.41% (a)
	20,184,980	Taiwan Secom Company Limited		32,105,415		36,421,138
	5,700,328	Taiwan Sogo Shin Kong Security Company Limited		4,976,521		4,889,739
				37,081,936		41,310,877
Thailand 1.75%
	466,542,885	Thai Beverage PCL (a)		82,863,046		98,379,882
	15,979,859	Bangkok Bank PCL NVDR (a)		56,870,621		76,991,247
	250,000	OHTL PCL (e)		1,152,072		3,252,032
				140,885,739		178,623,161
Turkey 0.17% (a)
	3,205,889	Yazicilar Holding AS		21,541,251		17,367,367

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
48

Schedule of Investments | Year Ended October 31, 2011

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Common Stocks — 73.90% — (continued)
United Kingdom 2.45% (a)
	3,995,640	GlaxoSmithKline PLC	$	76,140,895	$	89,961,597
	3,378,628	Berkeley Group Holdings PLC (c)		41,275,902		67,970,082
	1,295,388	Anglo American PLC		32,786,526		47,643,130
	9,076,580	WM Morrison Supermarkets PLC		42,760,825		44,158,554
				192,964,148		249,733,363
Total International Common Stocks				6,309,404,297		7,526,815,493
U.S. Common Stock — 0.45%
Materials 0.45%
	691,883	Newmont Mining Corporation		17,601,872		46,238,541
Total Common Stocks				6,327,006,169		7,573,054,034
International Preferred Stocks — 1.96%
Germany 0.85% (a)
	1,160,182	Hornbach Holding AG		39,421,559		85,911,392
South Korea 1.11% (a)
	186,879	Samsung Electronics Company Limited		23,663,909		106,623,599
	27,183	Namyang Dairy Products Company Limited		387,445		6,619,580
				24,051,354		113,243,179
Total International Preferred Stocks				63,472,913		199,154,571
_OUNCES
Commodity — 7.45%
	441,517	Gold bullion (c)		217,894,842		758,946,085
_PRINCIPAL
Term Loans — 0.14%
Germany 0.14%
	1,647,055 EUR	Pfleiderer AG Term 1A due 12/31/13 (c)(j)		1,639,424		1,358,902
	5,000,000 EUR	Pfleiderer AG Term Loan due 12/31/13 (c)(j)		5,391,975		4,125,248
	5,000,000 EUR	Pfleiderer AG Term Loan due 12/31/13 (c)(j)		5,003,535		4,125,248
	329,411 EUR	Pfleiderer AG Term Facility 1A due 12/31/13 (c)(j)		345,220		271,781
	2,488,890 CAD	Pfleiderer AG Term Facility 2A due 12/31/13 (c)(j)		1,853,608		1,459,269

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
49

Overseas Fund

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
Germany 0.14% — (continued)
	1,860,000 EUR	Pfleiderer AG Revolving Credit Facility 1A due 12/31/13 (c)(j)	$	1,949,271	$	1,534,592
	1,180,000 EUR	Pfleiderer AG Revolving Credit Facility 2A due 12/31/13 (c)(j)		1,236,637		973,559
	319,240 USD	Pfleiderer AG Term Loan B 4.229% due 11/17/11 (f)(j)(k)		321,218		319,240
	225,452 EUR	Pfleiderer AG Term Loan B 5.355% due 11/17/11 (f)(j)(k)		323,267		314,381
Total Term Loans				18,064,155		14,482,220
International Bonds — 4.26%
International Corporate Bonds — 0.51%
Canada 0.27%
	33,554,000 USD	Catalyst Paper Corporation 7.375% due 03/01/14 (e)		26,422,167		7,633,535
	34,110,000 USD	Catalyst Paper Corporation 11.00% due 12/15/16 (e)(l)		30,789,756		19,954,350
				57,211,923		27,587,885
France 0.24%
	10,000,000 EUR	Emin Leydier SA FRN 6.706% due 07/31/16 (e)(f)(h)(k)		14,273,396		13,944,493
	8,000,000 EUR	FINEL 9.50% due 06/30/17 (e)(f)(h)		9,649,600		8,366,695
	1,950,000 EUR	Wendel SA 4.875% due 09/21/15 (m)		1,694,081		2,624,005
				25,617,077		24,935,193
Total International Corporate Bonds				82,829,000		52,523,078
International Government Bonds — 3.75%
France 0.23%
	16,001,865 EUR	France Government Bond OAT 3.00% due 07/25/12 (n)		19,420,699		23,174,587
Hong Kong 1.38%
	137,300,000 HKD	Hong Kong Government Bond 0.48% due 09/03/12		17,725,290		17,722,888
	415,700,000 HKD	Hong Kong Government Bond 2.66% due 12/17/12		54,933,049		55,043,816
	359,500,000 HKD	Hong Kong Government Bond 4.20% due 09/17/12		47,872,546		47,941,355
	145,500,000 HKD	Hong Kong Government Bond 4.49% due 11/26/12		19,472,659		19,607,172
				140,003,544		140,315,231

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
50

Schedule of Investments | Year Ended October 31, 2011

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Government Bonds — 3.75% — (continued)
Singapore 0.96%
	120,000,000 SGD	Singapore Government Bond 3.50% due 07/01/12	$	95,756,857	$	97,909,402
Taiwan 0.38%
	582,300,000 TWD	Taiwan Government Bond 2.00% due 07/20/12		18,043,291		19,657,676
	574,500,000 TWD	Taiwan Government Bond 2.375% due 01/16/13		18,303,538		19,590,127
				36,346,829		39,247,803
United Kingdom 0.80%
	24,745,000 GBP	United Kingdom Gilt 5.00% due 03/07/12		40,197,118		40,546,260
	24,448,000 GBP	United Kingdom Gilt 5.25% due 06/07/12		40,185,855		40,555,962
				80,382,973		81,102,222
Total International Government Bonds				371,910,902		381,749,245
Total International Bonds				454,739,902		434,272,323
Commercial Paper — 11.03%
International Commercial Paper — 9.21%
Belgium 0.54%
	40,000,000 USD	Anheuser Busch InBev WorldWide, Inc. 0.30% due 12/19/11		39,984,000		39,984,000
	15,000,000 USD	Anheuser Busch InBev WorldWide, Inc. 0.30% due 01/11/12		14,991,125		14,987,580
France 1.35%
	30,000,000 USD	Électricité de France 0.34% due 12/02/11		29,991,475		29,991,475
	15,810,000 USD	Électricité de France 0.34% due 12/07/11		15,804,783		15,804,783
	50,000,000 USD	Sanofi 0.13% due 12/14/11		49,992,236		49,992,236
	42,000,000 USD	Total SA 0.12% due 01/18/12		41,989,080		41,972,536
Germany 0.55%
	10,400,000 USD	BMW 0.27% due 11/01/11		10,400,000		10,400,000
	22,033,000 USD	Siemens Company 0.11% due 12/23/11		22,029,499		22,029,499
	23,429,000 USD	Siemens Company 0.14% due 12/19/11		23,424,627		23,424,627

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
51

Overseas Fund

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Commercial Paper — 9.21% — (continued)
Italy 0.62%
	20,000,000 USD	Eni S.p.A 0.22% due 11/02/11	$	19,999,878	$	19,999,878
	20,000,000 USD	Eni S.p.A 0.30% due 12/12/11		19,993,166		19,993,166
	23,200,000 USD	Eni S.p.A 0.30% due 12/13/11		23,191,880		23,191,880
Japan 3.96%
	15,000,000 USD	Honda Corporation 0.13% due 01/18/12		14,995,775		14,989,203
	35,000,000 USD	Mitsubishi Company 0.23% due 02/15/12		34,976,297		34,960,054
	44,000,000 USD	Mitsubishi Company 0.25% due 03/19/12		43,957,528		43,919,577
	20,000,000 USD	Mitsubishi Company 0.27% due 11/04/11		19,999,550		19,999,550
	50,533,000 USD	Mitsui & Company, Limited 0.18% due 01/31/12		50,510,008		50,487,283
	20,000,000 USD	Mitsui & Company, Limited 0.20% due 01/18/12		19,991,333		19,985,604
	50,000,000 USD	Mitsui & Company, Limited 0.22% due 12/12/11		49,987,472		49,987,472
	16,575,000 USD	Sumitomo Corporation 0.28% due 11/15/11		16,573,195		16,573,195
	18,373,000 USD	Sumitomo Corporation 0.32% due 11/25/11		18,369,203		18,369,203
	34,865,000 USD	Toyota Motor Corporation 0.20% due 11/15/11		34,862,288		34,862,288
	10,000,000 USD	Toyota Motor Corporation 0.20% due 12/02/11		9,998,278		9,998,278
	25,000,000 USD	Toyota Motor Corporation 0.23% due 11/10/11		24,998,563		24,998,563
	20,000,000 USD	Toyota Motor Corporation 0.25% due 12/29/11		19,991,944		19,991,944
	20,000,000 USD	Toyota Motor Corporation 0.34% due 02/02/12		19,982,950		19,986,996
	23,871,000 USD	Toyota Motor Corporation 0.36% due 02/06/12		23,848,488		23,854,169
Switzerland 0.74%
	10,000,000	Nestlé SA USD0.10% due 12/12/11		9,998,861		9,998,861
	13,000,000 USD	Nestlé SA 0.11% due 03/05/12		12,995,035		12,993,812
	20,000,000 USD	Nestlé SA 0.12% due 11/02/11		19,999,933		19,999,933

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
52

Schedule of Investments | Year Ended October 31, 2011

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Commercial Paper — 9.21% — (continued)
Switzerland 0.74% — (continued)
	21,907,000 USD	Nestlé SA 0.14% due 11/09/11	$	21,906,319	$	21,906,319
	10,000,000 USD	Novartis International AG 0.18% due 11/14/11		9,999,350		9,999,350
United Kingdom 1.45%
	30,723,000 USD	BP PLC 0.20% due 01/13/12		30,710,540		30,716,496
	4,421,000 USD	BP PLC 0.20% due 03/26/12		4,417,414		4,417,624
	17,000,000 USD	BP PLC 0.20% due 04/03/12		16,985,456		16,986,092
	10,000,000 USD	Diageo Capital PLC 0.47% due 12/12/11		9,994,761		9,994,761
	47,000,000 USD	Diageo Capital PLC 0.47% due 12/14/11		46,974,176		46,974,176
	20,000,000 USD	Diageo Capital PLC 0.51% due 11/30/11		19,991,945		19,991,945
	18,700,000 USD	Reckitt Benckiser Group PLC 0.41% due 04/04/12		18,667,794		18,658,836
Total International Commercial Paper				937,476,205		937,373,244
U.S. Commercial Paper — 1.82%
$	9,250,000	Avery Dennison Corporation 0.30% due 11/01/11		9,250,000		9,250,000
	16,000,000	Caterpillar Corporation 0.09% due 12/20/11		15,998,040		15,998,040
	20,114,000	ConocoPhillips 0.16% due 12/06/11		20,110,871		20,110,871
	8,572,000	Dell, Inc. 0.19% due 04/09/12		8,564,761		8,552,257
	11,579,000	Hewlett-Packard Company 0.30% due 01/17/12		11,571,570		11,572,427
	3,797,000	Kraft Foods, Inc. 0.15% due 11/01/11		3,797,000		3,797,000
	6,500,000	NYSE Euronext 0.28% due 11/01/11		6,500,000		6,500,000
	22,942,000	NYSE Euronext 0.28% due 11/18/11		22,938,966		22,938,966
	2,054,000	Philip Morris International, Inc. 0.13% due 02/06/12		2,053,281		2,051,954
	10,000,000	Proctor & Gamble Company 0.10% due 02/22/12		9,996,861		9,996,073
	24,935,000	Proctor & Gamble Company 0.15% due 12/16/11		24,930,325		24,930,325

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
53

Overseas Fund

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
U.S. Commercial Paper — 1.82% — (continued)
$	10,000,000	Verizon Communications, Inc. 0.33% due 11/07/11	$	9,999,467	$	9,999,467
	34,127,000	Walt Disney Company 0.09% due 02/07/12		34,118,639		34,112,359
	5,800,000	Western Union Company 0.30% due 11/01/11		5,800,000		5,800,000
Total U.S. Commercial Paper				185,629,781		185,609,739
Total Commercial Paper				1,123,105,986		1,122,982,983
Total Investments — 99.19%			$	8,204,283,967		10,102,892,216
Other Assets in Excess of Liabilities — 0.81%						82,624,338
Net Assets — 100.00%					$	10,185,516,554

(a) Securities with a total market value equal to $6,802,482,854 have been fair valued based on fair value adjustment factors at October 31, 2011.

(b) An affiliate of the Fund as defined by the Investment Company Act of 1940. An affiliate is defined as a company in which the Fund directly or indirectly owns, controls, or holds power to vote 5% or more of the outstanding voting securities.

(d) Represents variable voting shares.

(e) Security is deemed illiquid. At October 31, 2011, the value of these securities amounted to $142,103,211 or 1.40% of net assets.

(f) Securities valued in accordance with fair value procedures under the supervision of the Board of Trustees, representing $72,849,524 or 0.72% of net assets.

(g) Represents non-voting class of shares.

(h) Represents securities that are subject to legal or contractual restrictions on resale. At October 31, 2011, the value of these securities amounted to $66,072,204 or 0.65% of net assets.

(i) Held through Financiere Bleue, LLC, wholly owned holding company and disregarded entity for U.S. tax purposes.

(j) All or a portion of this position represents unsettled loan commitment.

(k) Floating rate security. Rate shown is the rate in effect at October 31, 2011.

(n) Inflation protected security.

At October 31, 2011, aggregate cost for federal income tax purposes was $8,544,348,957. Net unrealized appreciation consisted of:

Gross unrealized appreciation	$	2,116,679,111
Gross unrealized depreciation		(558,135,852	)
Net unrealized appreciation	$	1,558,543,259

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
54

Schedule of Investments | Year Ended October 31, 2011

Abbreviations used in this schedule include:

ADR — American Depository Receipt

FRN — Floating Rate Note

NVDR — Non-Voting Depository Receipt

NYSE — New York Stock Exchange

OAT — French Treasury Obligation

PCL — Public Company Limited

PLC — Public Limited Company

RSP — Represents Non-Voting Shares

Currencies

CAD — Canadian Dollar

EUR — Euro

GBP — British Pound

HKD — Hong Kong Dollar

SGD — Singapore Dollar

TWD — Taiwan Dollar

USD — United States Dollar

_{RESTRICTED SECURITIES}	_ACQUISITION_DATE	_COST		_{CARRYING VALUE PER}_{SHARE/PRINCIPAL}
Emin Leydier SA FRN 6.706% due 7/31/16	07/30/09	$	14,273,396	$	1.39
FINEL 9.50% due 6/30/17	06/22/05		9,649,600		1.05
FINEL	07/14/99		9,152,131		0.50
Fregate	04/30/04		23,101,991		42.35

Foreign Currency Exchange Contracts — Sales

_SETTLEMENT_DATES_THROUGH	_{FOREIGN CURRENCY}_{TO BE DELIVERED}			_{U.S. $}_{TO BE}_RECEIVED		_{U.S. $ VALUE}_{AT OCTOBER 31,}₂₀₁₁		_UNREALIZED_APPRECIATION_{AT OCTOBER 31,}₂₀₁₁		_UNREALIZED_DEPRECIATION_{AT OCTOBER 31,}₂₀₁₁
12/14/11		103,846,000	Euro	$	148,499,780	$	144,755,404	$	3,744,376	$	—
02/15/12		205,901,000	Euro		291,662,901		287,004,859		4,658,042		—
03/21/12		107,349,000	Euro		147,277,461		149,596,476		—		(2,319,015	)
04/18/12		157,533,000	Euro		218,155,956		219,528,131		—		(1,372,175	)
12/14/11		11,874,054,000	Japanese Yen		147,871,158		152,440,828		—		(4,569,670	)
02/15/12		28,271,631,000	Japanese Yen		363,008,766		363,179,398		—		(170,632	)
03/21/12		10,649,310,000	Japanese Yen		139,233,967		136,991,094		2,242,873		—
04/18/12		45,792,812,000	Japanese Yen		585,838,917		588,800,470		—		(2,961,553	)
				$	2,041,548,906	$	2,042,296,660	$	10,645,291	$	(11,393,045	)

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
55

Overseas Fund

Affiliated Securities

_AFFILIATED_SECURITIES	_SHARES_{OCTOBER 31,}₂₀₁₀		_GROSS_ADDITIONS		_GROSS_REDUCTIONS		_SHARES_{OCTOBER 31,}₂₀₁₁		_MARKET_VALUE_{OCTOBER 31,}₂₀₁₁		_REALIZED_GAIN/(LOSS)			_DIVIDEND_INCOME
As One Corporation		1,286,140		—		—		1,286,140	$	24,646,251	$	—		$	261,787
Chofu Seisakusho Company Limited		2,022,800		1,000		—		2,023,800		51,761,816		—			690,394
Deutsche Wohnen AG		6,418,531		—		—		6,418,531		95,236,453		—			1,851,810
FINEL		11,593,581		—		—		11,593,581		5,819,998		—			—
Fregate		895,904		—		—		895,904		37,941,018		—			988,172
Fursys, Inc.		948,330		—		75,867		872,463		21,818,695		—			444,851
Gewiss S.p.A.*		6,116,020		—		6,116,020		—		—		21,355,659			—
Haw Par Corporation Limited		23,192,830		—		—		23,192,830		103,374,204		—			3,759,011
Icom, Inc.		861,660		—		45,970		815,690		19,994,264		(250,571	)		202,236
Japan Wool Textile Company Limited		6,577,300		—		—		6,577,300		53,082,415		—			1,332,912
Jumbo SA		2,550,914		4,631,123		—		7,182,037		39,229,562		—			613,704
Laurent- Perrier		563,378		—		4,440		558,938		58,029,688		189,298			510,447
Maezawa Kasei Industries Company Limited		2,068,330		—		—		2,068,330		22,357,474		—			606,870
Matsumoto Yushi- Seiyaku Company Limited		1,058,246		—		—		1,058,246		24,262,761		—			596,864
Nagaileben Company Limited		1,005,672		1,007,652		—		2,013,324		27,825,444		—			851,253
Nitto Kohki Company Limited		2,832,150		—		174,560		2,657,590		60,375,543		749,650			1,021,406
Pfeiffer Vacuum Technology AG*		895,398		—		757,932		137,466		14,000,993		55,918,804			589,692
Robertet SA		235,944		—		107		235,837		40,804,314		(1,332	)		777,392
Sansei Yusoki Company Limited		1,223,670		—		7,900		1,215,770		6,013,251		(48,967	)		200,388
Shimano, Inc.		4,886,870		—		—		4,886,870		242,256,072		—			3,399,527

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
56

Schedule of Investments | Year Ended October 31, 2011

Affiliated Securities — (continued)

_AFFILIATED_SECURITIES	_SHARES_{OCTOBER 31,}₂₀₁₀		_GROSS_ADDITIONS		_GROSS_REDUCTIONS		_SHARES_{OCTOBER 31,}₂₀₁₁		_MARKET_VALUE_{OCTOBER 31,}₂₀₁₁		_REALIZED_GAIN/(LOSS)			_DIVIDEND_INCOME
Shingakukai Company Limited		1,424,100		—		—		1,424,100	$	4,988,869	$	—		$	160,642
Spotless Group Limited		10,471,542		5,320,216		—		15,791,758		33,064,856		—			1,413,375
Sucrière de Pithiviers- Le-Vieil		39,143		—		—		39,143		90,238,133		—			2,015,407
T. Hasegawa Company Limited		3,452,591		—		245,680		3,206,911		50,946,032		(112,995	)		987,638
Teems, Inc.		—		151,732		4,763		146,969		1,443,520		(70,370	)		—
Yomeishu Seizo Company Limited		2,535,900		—		—		2,535,900		23,416,589		—			514,900
Total									$	1,152,928,215	$	77,729,176		$	23,790,678

* Represents an unaffiliated issuer as of October 31, 2011, as such, amounts represented above will not agree to balances in the Statement of Assets and Liabilities and Statement of Operations.

_{INDUSTRY DIVERSIFICATION FOR PORTFOLIO HOLDINGS}	_{PERCENT OF}_{NET ASSETS}
International Common Stocks
Consumer Discretionary		11.32	%
Consumer Staples		9.20
Energy		4.21
Financials		9.69
Health Care		5.23
Industrials		17.24
Information Technology		5.72
Materials		8.89
Telecommunication Services		1.59
Utilities		0.81
Total International Common Stocks		73.90
U.S. Common Stocks
Materials		0.45
Total U.S. Common Stocks		0.45

See Notes to Financial Statements.

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57

Overseas Fund

_{INDUSTRY DIVERSIFICATION FOR PORTFOLIO HOLDINGS — (CONTINUED)}	_{PERCENT OF}_{NET ASSETS}
International Preferred Stocks
Consumer Discretionary		0.85	%
Consumer Staples		0.06
Information Technology		1.05
Total International Preferred Stocks		1.96
Commodity		7.45
Term Loans		0.14
International Bonds
Financials		0.08
Government Issues		3.75
Industrials		0.02
Materials		0.41
Total International Bonds		4.26
Commercial Paper
International Commercial Paper		9.21
U.S. Commercial Paper		1.82
Total Commercial Paper		11.03
Total Investments		99.19	%

See Notes to Financial Statements.

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Fund Overview | Data as of October 31, 2011 (unaudited)

INVESTMENT OBJECTIVE

The First Eagle U.S. Value Fund seeks long-term growth of capital by investing, under normal market conditions, primarily in equity and debt securities issued by U.S. corporations. Management utilizes a highly disciplined, bottom-up, value-oriented approach in achieving its investment objective.

Average Annual Returns
	_ONE-YEAR			_FIVE-YEARS			_TEN-YEARS
First Eagle U.S. Value Fund (A Shares)
without sales charge		9.60	%		4.78	%		9.09	%
with sales charge		4.12			3.71			8.53
Standard & Poor's 500 Index		8.09			0.25			3.69
Consumer Price Index		3.53			2.33			2.45

Asset Allocation*

Sector/Industry*
Financials	19.29	%
Information Technology	15.36
Industrials	10.01
Consumer Discretionary	8.53
Materials	7.21
Consumer Staples	5.94
Commodity (Gold Bullion)	4.77
Energy	4.58
Utilities	3.94
Health Care	3.63
Exchange Traded Fund	0.47
Warrant	0.37

* percentages exclude option positions

* Asset allocation percentages are based on total investments in the portfolio. Sector/Industry allocations exclude short term investments.

The Fund's portfolio composition is subject to change at any time.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
60

U.S. Value Fund

Growth of a $10,000 Initial Investment

The average annual returns for Class A Shares with a sales charge gives effect to the deduction of the maximum sales charge of 5.00%.

The Standard & Poor's 500 Index is a widely recognized unmanaged index including a representative sample of 500 leading companies in leading sectors of the U.S. economy and is not available for purchase. Although the Standard & Poor's 500 Index focuses on the large-cap segment of the market, with approximately 75% coverage of U.S. equities, it is also considered a proxy for the total market. The Consumer Price Index (CPI) represents the change in price of all goods and services purchased for consumption by urban households.

Top 10 Holdings*
Gold Bullion (precious metal)	4.70	%
Cisco Systems, Inc. (U.S. computer communications company)	3.50
Comcast Corporation, Class 'A' (U.S. cable/satellite television company)	2.45
Sysco Corporation (U.S. food services distributor)	2.28
ConocoPhillips (U.S. energy company)	2.26
Microsoft Corporation (U.S. software developer)	2.17
FirstEnergy Corporation (U.S. diversified energy company)	2.14
Bank of New York Mellon Corporation (U.S. financial services company)	2.05
3M Company (U.S. industrial conglomerate)	1.99
Intel Corporation (U.S. semiconductor manufacturer)	1.87
Total	25.41	%

* Holdings in cash, commercial paper and money market funds have been excluded. Percentages are based on total net assets.

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61

First Eagle U.S. Value Fund

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
Common Stocks — 73.36%
U.S. Common Stocks — 69.12%
Consumer Discretionary 6.39%
	2,039,046	Comcast Corporation, Class 'A'	$	35,171,456	$	46,898,058
	702,480	Omnicom Group, Inc.		22,058,718		31,246,310
	773,410	Home Depot, Inc.		17,857,208		27,688,078
	687,396	International Speedway Corporation, Class 'A'		22,522,330		16,401,269
	590	St. John Knits International, Inc. (a)(b)		18,290		2,508
				97,628,002		122,236,223
Consumer Staples 5.67%
	1,573,300	Sysco Corporation		44,694,726		43,611,876
	199,910	Lorillard, Inc.		14,817,964		22,122,041
	243,070	Colgate-Palmolive Company		18,724,902		21,966,236
	365,334	Wal-Mart Stores, Inc.		17,331,187		20,721,744
				95,568,779		108,421,897
Energy 4.07%
	620,408	ConocoPhillips		32,693,179		43,211,417
	154,753	Apache Corporation		10,032,993		15,418,041
	352,139	San Juan Basin Royalty Trust		10,234,184		8,606,277
	66,671	SEACOR Holdings, Inc.		4,706,611		5,677,036
	91,354	Helmerich & Payne, Inc.		1,684,414		4,858,206
				59,351,381		77,770,977
Financials 18.29%
	1,842,004	Bank of New York Mellon Corporation		47,877,116		39,197,845
	665,890	American Express Company		19,687,007		33,707,352
	1,117,550	Cincinnati Financial Corporation		29,916,306		32,341,897
	266	Berkshire Hathaway, Inc., Class 'A' (a)		24,377,896		31,108,700
	1,115,686	BB&T Corporation		28,381,974		26,040,111
	1,432,201	Weyerhaeuser Company REIT		23,323,018		25,750,974
	980,843	U.S. Bancorp		24,033,674		25,099,772
	262,172	Visa, Inc., Class 'A'		19,442,449		24,450,161
	67,946	Alleghany Corporation (a)		19,608,686		21,560,625
	58,559	Mastercard, Inc., Class 'A' (c)		12,460,464		20,334,027
	579,535	WR Berkley Corporation		15,663,954		20,173,613
	514,107	Plum Creek Timber Company, Inc., REIT		18,161,943		19,361,270
	394,314	Mercury General Corporation		16,639,706		17,073,796
	328,029	Rayonier, Inc., REIT		6,922,549		13,688,650
				306,496,742		349,888,793

See Notes to Financial Statements.

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62

Schedule of Investments | Year Ended October 31, 2011

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
U.S. Common Stocks — 69.12% — (continued)
Health Care 2.17%
	323,880	WellPoint, Inc.	$	15,299,202	$	22,315,332
	296,570	Johnson & Johnson		17,865,833		19,096,142
				33,165,035		41,411,474
Industrials 9.55%
	481,440	3M Company		34,783,660		38,043,389
	1,143,570	Cintas Corporation		34,510,670		34,181,307
	381,695	Lockheed Martin Corporation		27,314,577		28,970,650
	449,133	Alliant Techsystems, Inc.		35,333,538		26,085,645
	439,785	Northrop Grumman Corporation		26,385,028		25,397,584
	720,526	Blount International, Inc. (a)		6,982,391		11,189,769
	816,751	Insteel Industries, Inc.		9,144,035		8,420,703
	127,022	Unifirst Corporation		3,310,917		6,649,602
	128,839	Huntington Ingalls Industries, Inc. (a)		4,027,079		3,800,750
				181,791,895		182,739,399
Information Technology 14.35%
	3,611,902	Cisco Systems, Inc.		62,340,579		66,928,544
	1,554,637	Microsoft Corporation		37,183,090		41,399,983
	1,457,994	Intel Corporation		26,708,512		35,779,173
	1,187,010	Rofin-Sinar Technologies, Inc. (a)		27,642,365		30,862,260
	951,660	Linear Technology Corporation		24,854,279		30,748,135
	750,030	Texas Instruments, Inc.		19,624,553		23,048,422
	317,471	Automatic Data Processing, Inc.		11,701,372		16,613,257
	332,733	KLA-Tencor Corporation (c)		9,552,516		15,668,397
	19,150	Google, Inc., Class 'A' (a)		9,191,400		11,349,056
	125,000	Dell, Inc. (a)(c)		1,470,868		1,976,250
				230,269,534		274,373,477
Materials 4.98%
	521,812	Newmont Mining Corporation		24,247,219		34,872,696
	378,379	Ashland, Inc.		19,781,932		20,038,952
	216,880	Martin Marietta Materials, Inc.		19,018,983		15,652,230
	458,372	Vulcan Materials Company		20,827,381		14,342,460
	101,150	Deltic Timber Corporation		4,802,970		6,846,843
	70,020	Scotts Miracle-Gro Company, Class 'A'		3,097,001		3,396,670
				91,775,486		95,149,851

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
63

U.S. Value Fund

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
U.S. Common Stocks — 69.12% — (continued)
Utilities 3.65%
	911,403	FirstEnergy Corporation	$	33,701,919	$	40,976,679
	291,320	Entergy Corporation		19,215,087		20,150,604
	216,687	IDACorp, Inc.		6,780,723		8,749,821
				59,697,729		69,877,104
Total U.S. Common Stocks				1,155,744,583		1,321,869,195
International Common Stocks — 4.24%
Canada 1.35%
	394,620	Agnico-Eagle Mines Limited		22,934,738		17,145,668
	478,402	Penn West Petroleum Limited		9,714,722		8,572,964
				32,649,460		25,718,632
France 1.41%
	754,462	Sanofi, ADR		28,866,657		26,972,017
United Kingdom 1.48%
	496,990	Amdocs Limited (a)		11,894,360		14,919,640
	370,363	Willis Group Holdings PLC		9,103,777		13,447,880
				20,998,137		28,367,520
Total International Common Stocks				82,514,254		81,058,169
Total Common Stocks				1,238,258,837		1,402,927,364
U.S. Preferred Stocks — 0.42%
Consumer Staples 0.19%
	168,915	Seneca Foods Corporation, Series '2003' (a)(b)(d)(e)		2,542,171		3,555,661
Utilities 0.23%
	88,100	Calenergy Capital Trust III 6.50% (b)(f)(g)		3,778,987		4,371,962
Total U.S. Preferred Stocks				6,321,158		7,927,623
Exchange Traded Fund — 0.47%
	292,960	PowerShares DB Agriculture Fund, ETF (a)		7,191,808		8,908,914
Warrant — 0.36%
United States 0.36%
	661,579	JPMorgan Chase & Co. Warrant expire 10/28/18 (a)		8,575,941		6,946,580

See Notes to Financial Statements.

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64

Schedule of Investments | Year Ended October 31, 2011

_OUNCES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
Commodity — 4.70%
	52,308	Gold bullion (a)	$	39,756,621	$	89,914,608
_PRINCIPAL
Bonds — 3.53%
International Corporate Bond — 0.30%
Canada 0.30%
	10,000,000 USD	Catalyst Paper Corporation 11.00% due 12/15/16 (b)(h)		8,811,945		5,850,000
U.S. Corporate Bonds — 3.23%
$	600,000	Bausch & Lomb, Inc. 7.125% due 08/01/28 (b)		517,682		468,000
	5,975,000	Mueller Water Products, Inc. 7.375% due 06/01/17		4,858,153		5,287,875
	2,000,000	Pulte Homes, Inc. 6.25% due 02/15/13		1,932,838		2,030,000
	446,000	Sanmina-SCI Corporation 8.125% due 03/01/16		408,421		457,150
	10,169,000	Sealy Mattress Company 8.25% due 06/15/14		8,150,060		10,194,422
	18,167,000	Vulcan Materials Company 6.50% due 12/01/16		17,524,452		17,606,748
	19,455,000	Yankee Candle Company, Inc. Series 'B' 8.50% due 02/15/15		19,913,940		19,941,375
	5,877,000	Yankee Candle Company, Inc. Series 'B' 9.75% due 02/15/17		5,872,173		5,759,460
Total U.S. Corporate Bonds				59,177,719		61,745,030
Total Bonds				67,989,664		67,595,030
U.S. Treasury Bills — 3.40%
	20,000,000	U.S. Treasury Bill 0.02% due 03/01/12		19,998,656		19,998,656
	15,000,000	U.S. Treasury Bill 0.08% due 12/15/11		14,998,533		14,998,533
	15,000,000	U.S. Treasury Bill 0.08% due 02/09/12		14,996,667		14,999,475
	15,000,000	U.S. Treasury Bill 0.09% due 01/12/12		14,997,300		14,999,625
Total U.S. Treasury Bills				64,991,156		64,996,289

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
65

U.S. Value Fund

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
Commercial Paper — 12.26%
International Commercial Paper — 1.27%
Belgium 0.52%
	10,000,000 USD	Anheuser Busch InBev WorldWide, Inc. 0.30% due 01/20/12	$	9,993,333	$	9,990,280
France 0.26%
	5,000,000 USD	Électricité de France 0.17% due 01/17/12		4,998,182		4,996,468
Germany 0.49%
	9,400,000 USD	BMW 0.27% due 11/01/11		9,400,000		9,400,000
Total International Commercial Paper				24,391,515		24,386,748
U.S. Commercial Paper — 10.99%
$	8,400,000	Avery Dennison Corporation 0.30% due 11/01/11		8,400,000		8,400,000
	5,000,000	Coca-Cola Company 0.13% due 12/14/11		4,999,224		4,999,224
	12,500,000	Coca-Cola Company 0.14% due 12/07/11		12,498,250		12,498,250
	5,472,000	Coca-Cola Company 0.17% due 02/10/12		5,469,390		5,469,798
	1,400,000	Coca-Cola Company 0.18% due 11/01/11		1,400,000		1,400,000
	10,000,000	ConocoPhillips 0.14% due 11/16/11		9,999,417		9,999,417
	15,000,000	ConocoPhillips 0.20% due 11/18/11		14,998,583		14,998,583
	10,000,000	Dell, Inc. 0.19% due 04/09/12		9,991,555		9,976,968
	10,000,000	Dell, Inc. 0.36% due 07/11/12		9,975,403		9,951,881
	15,000,000	Hewlett-Packard Company 0.16% due 11/01/11		15,000,000		15,000,000
	5,000,000	Hewlett-Packard Company 0.18% due 12/12/11		4,998,975		4,998,975
	10,000,000	Honeywell International, Inc. 0.14% due 03/30/12		9,994,167		9,991,989
	12,000,000	Honeywell International, Inc. 0.15% due 03/30/12		11,992,500		11,990,387
	3,160,000	Kraft Foods, Inc. 0.15% due 11/01/11		3,160,000		3,160,000
	5,900,000	NYSE Euronext 0.28% due 11/01/11		5,900,000		5,900,000

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
66

Schedule of Investments | Year Ended October 31, 2011

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
U.S. Commercial Paper — 10.99% — (continued)
$	10,000,000	PepsiCo, Inc. 0.07% due 01/06/12	$	9,998,717	$	9,998,288
	17,481,000	Philip Morris International, Inc. 0.08% due 11/07/11		17,480,767		17,480,767
	11,270,000	Proctor & Gamble Company 0.10% due 02/13/12		11,266,744		11,266,220
	10,065,000	Proctor & Gamble Company 0.15% due 12/16/11		10,063,113		10,063,113
	10,000,000	Walt Disney Company 0.08% due 01/20/12		9,998,222		9,996,760
	7,805,000	Walt Disney Company 0.11% due 11/21/11		7,804,523		7,804,523
	5,000,000	WellPoint, Inc. 0.41% due 12/22/11		4,997,167		4,997,167
	4,589,000	WellPoint, Inc. 0.41% due 02/07/12		4,584,003		4,585,769
	5,200,000	Western Union Company 0.30% due 11/01/11		5,200,000		5,200,000
Total U.S. Commercial Paper				210,170,720		210,128,079
Total Commercial Paper				234,562,235		234,514,827
Total Investment Portfolio Excluding Options Written — 98.50%			$	1,667,647,420	$	1,883,731,235

_CONTRACTS			_{STRIKE PRICE}		_{EXPIRATION DATE}	_{VALUE (NOTE 1)}
Covered Call Options Written — (0.02)%
	1,250	Dell, Inc.	$	16.00	November 2011	$	(72,500	)
	1,660	KLA-Tencor Corporation		55.00	March 2012		(207,500	)
	250	Mastercard, Inc., Class 'A'		390.00	November 2011		(48,750	)
Total Covered Call Options Written (Premiums Received: $341,309)							(328,750	)
Total Investments — 98.48% (Cost: $1,667,306,111)							1,883,402,485
Other Assets in Excess of Liabilities — 1.52%							29,115,905
Net Assets — 100.00%						$	1,912,518,390

(a) Non-income producing security/commodity.

(b) Security is deemed illiquid. At October 31, 2011, the value of these securities amounted to $14,248,131 or 0.75% of net assets.

(d) This security is convertible until December 31, 2049.

(e) Securities valued in accordance with fair value procedures under the supervision of the Board of Trustees, representing $3,555,661 or 0.19% of net assets.

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
67

U.S. Value Fund

(f) This security is convertible until September 1, 2027.

(g) This security is subject to a call feature and may be called in full or partially on or anytime after November 21, 2011.

(h) All or a portion of the security is exempt from registration under the Securities Act of 1933. Rule 144A securities may only be sold to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933.

At October 31, 2011, aggregate cost for federal income tax purposes was $1,666,576,755. Net unrealized appreciation consisted of:

Gross unrealized appreciation	$	271,740,034
Gross unrealized depreciation		(54,914,304	)
Net unrealized appreciation	$	216,825,730

Abbreviations used in this schedule include:

ADR — American Depository Receipt

ETF — Exchange Traded Fund

NYSE — New York Stock Exchange

PLC — Public Limited Company

REIT — Real Estate Investment Trust

Currencies

USD — United States Dollar

_{INDUSTRY DIVERSIFICATION FOR PORTFOLIO HOLDINGS}	_{PERCENT OF}_{NET ASSETS}
U.S. Common Stocks
Consumer Discretionary		6.39	%
Consumer Staples		5.67
Energy		4.07
Financials		18.29
Health Care		2.17
Industrials		9.55
Information Technology		14.35
Materials		4.98
Utilities		3.65
Total U.S. Common Stocks		69.12
International Common Stocks
Energy		0.45
Financials		0.70
Health Care		1.41
Information Technology		0.78
Materials		0.90
Total International Common Stocks		4.24

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
68

Schedule of Investments | Year Ended October 31, 2011

_{INDUSTRY DIVERSIFICATION FOR PORTFOLIO HOLDINGS — (CONTINUED)}	_{PERCENT OF}_{NET ASSETS}
U.S. Preferred Stocks
Consumer Staples		0.19	%
Utilities		0.23
Total U.S. Preferred Stocks		0.42
Exchange Traded Fund		0.47
Warrant		0.36
Commodity		4.70
International Corporate Bond
Materials		0.30
Total International Corporate Bond		0.30
U.S. Corporate Bonds
Consumer Discretionary		2.01
Industrials		0.30
Materials		0.92
Total U.S. Corporate Bonds		3.23
U.S. Treasury Bills		3.40
Commercial Paper
International Commercial Paper		1.27
U.S. Commercial Paper		10.99
Total Commercial Paper		12.26
Covered Call Options Written		(0.02)
Total Investments		98.48	%

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
69

Fund Overview | Data as of October 31, 2011 (unaudited)

INVESTMENT OBJECTIVE

The First Eagle Gold Fund is a non-diversified fund whose investment objective is to provide exposure to the investment characteristics of gold and, to a limited extent, other precious metals. In seeking to achieve its objective, the Fund invests primarily in gold, gold related securities and issuers principally engaged in the gold industry.

Average Annual Returns
	_ONE-YEAR			_FIVE-YEARS			_TEN-YEARS
First Eagle Gold Fund (A Shares)
without sales load		7.38	%		15.79	%		23.92	%
with sales load		2.01			14.60			23.29
FTSE Gold Mines Index		0.38			10.11			16.18
MSCI World Index		1.76			-1.00			4.54
Consumer Price Index		3.53			2.33			2.45

Asset Allocation*

Countries*
Canada	37.63	%
United States	24.95
South Africa	12.69
Australia	8.27
Mexico	5.79
Africa	4.32
United Kingdom	1.09

* Asset allocation percentages are based on total investments in the portfolio. Country allocations exclude short term investments.

The Fund's portfolio composition is subject to change at any time.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Gold Fund

Growth of a $10,000 Initial Investment

The average annual returns for Class A Shares with a sales charge give effect to the deduction of the maximum sales charge of 5.00%.

The MSCI World Index is a widely followed, unmanaged group of stocks from 23 international markets and is not available for purchase. The index provides total returns in U.S. dollars with net dividends reinvested. The FTSE Gold Mines Index is an unmanaged index composed of approximately 19 mining companies and is only available without dividends reinvested and is not available for purchase. The Consumer Price Index (CPI) represents the change in price of all goods and services purchased for consumption by urban households.

Top 10 Holdings*
Gold Bullion (United States)	16.68	%
Goldcorp, Inc. (Canada)	5.25
IAMGOLD Corporation (Canada)	5.16
AngloGold Ashanti Limited, ADR (South Africa)	5.16
Newcrest Mining Limited (Australia)	4.86
Newmont Mining Corporation (United States)	4.66
Randgold Resources Limited, ADR (Africa)	4.28
Kinross Gold Corporation (Canada)	4.25
Barrick Gold Corporation (Canada)	4.06
Agnico-Eagle Mines Limited (Canada)	4.00
Total	58.36	%

* Holdings in cash, commercial paper and money market funds have been excluded. Percentages are based on total net assets.

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71

First Eagle Gold Fund

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
Common Stocks — 76.10%
International Common Stocks — 68.06%
Africa 4.28%
	1,375,136	Randgold Resources Limited, ADR	$	34,055,314	$	150,673,652
Australia 8.19%
	4,818,953	Newcrest Mining Limited		146,512,280		171,174,778
	3,418,481	Kingsgate Consolidated Limited		13,296,619		27,133,015
	10,790,230	CGA Mining Limited (a)(b)		21,440,352		26,888,837
	19,344,938	Intrepid Mines Limited (a)		27,857,087		23,369,815
	2,613,520	Medusa Mining Limited		12,846,050		18,417,494
	3,173,890	Independence Group NL		11,667,659		17,893,141
	8,288,115	St. Augustine Gold and Copper Limited (a)(c)		9,358,731		3,372,876
				242,978,778		288,249,956
Canada 36.42%
	3,781,920	Goldcorp, Inc.		129,619,026		184,708,973
	8,437,992	IAMGOLD Corporation		69,800,684		181,698,320
	10,430,412	Kinross Gold Corporation		152,956,918		149,676,412
	2,885,934	Barrick Gold Corporation		105,356,174		142,853,733
	3,238,563	Agnico-Eagle Mines Limited		182,361,640		140,710,876
	8,333,451	New Gold, Inc. (a)		18,188,041		103,414,510
	8,351,290	Gabriel Resources Limited (a)		49,761,903		59,412,312
	1,383,433	Franco-Nevada Corporation		27,818,391		54,895,266
	3,478,980	Osisko Mining Corporation (a)(b)		29,875,365		42,019,031
	3,380,100	Alacer Gold Corporation (a)		16,772,198		39,058,632
	974,240	Detour Gold Corporation (a)(b)		23,293,051		32,304,984
	2,651,590	European Goldfields Limited (a)		7,220,474		29,894,333
	3,702,396	Dundee Precious Metals, Inc. (a)(b)		13,462,262		29,762,026
	18,395,220	Lake Shore Gold Corporation (a)		56,235,954		27,356,236
	3,342,550	Aurizon Mines Limited (a)		4,168,390		18,942,908
	1,872,803	Guyana Goldfields, Inc. (a)		16,698,724		16,484,882
	4,138,370	Orezone Gold Corporation (a)(b)		15,713,538		14,969,988
	667,000	Eldorado Gold Corporation		7,971,450		12,553,165
	552,000	Eurasian Minerals, Inc. (a)		1,623,583		1,203,617
				928,897,766		1,281,920,204
Mexico 5.74%
	4,197,841	Fresnillo PLC		16,620,435		114,980,772
	2,109,555	Industrias Peñoles S.A.B. de C.V.		10,573,599		87,077,109
				27,194,034		202,057,881

See Notes to Financial Statements.

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72

Consolidated Schedule of Investments | Year Ended October 31, 2011

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
International Common Stocks — 68.06% — (continued)
South Africa 12.34%
	4,016,189	AngloGold Ashanti Limited, ADR	$	148,557,972	$	181,571,904
	6,921,044	Gold Fields Limited, ADR		93,344,394		120,633,797
	9,080,083	Harmony Gold Mining Company Limited, ADR		96,024,836		119,221,490
	9,250,630	Great Basin Gold Limited (a)		11,638,630		13,013,346
				349,565,832		434,440,537
United Kingdom 1.09%
	1,600,000	Bumi PLC (a)		24,085,668		19,099,115
	514,864	Anglo American PLC		22,644,173		19,048,151
				46,729,841		38,147,266
Total International Common Stocks				1,629,421,565		2,395,489,496
U.S. Common Stocks — 8.04%
Materials 8.04%
	2,452,777	Newmont Mining Corporation		108,247,852		163,919,087
	1,184,501	Royal Gold, Inc.		25,284,174		84,786,582
	1,816,240	Tahoe Resources, Inc. (a)(b)		24,746,012		34,328,250
Total U.S. Common Stocks				158,278,038		283,033,919
Total Common Stocks				1,787,699,603		2,678,523,415
International Preferred Stock — 0.17%
South Africa 0.17%
	120,000	AngloGold Ashanti Holdings Finance PLC 6.00% (d)		6,000,000		6,151,200
Investment Company — 0.02%
	559,329	State Street Institutional U.S. Government Money Market Fund, Institutional Class		559,329		559,329
Warrant — 0.01%
Canada 0.01%
	666,680	Primero Mining Corporation Warrant expire 07/15/20 (a)(b)		558,606		261,259

See Notes to Financial Statements.

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73

Gold Fund

_OUNCES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
Commodity — 16.68%
	341,566	Gold bullion (a)	$	185,268,444	$	587,135,293
_PRINCIPAL
International Convertible Bonds — 0.91%
Canada 0.85%
	30,000,000 USD	Detour Gold Corporation 5.50% due 11/30/17 (e)(f)		30,000,000		30,000,000
South Africa 0.06%
	2,000,000 CAD	Great Basin Gold Limited 8.00% due 11/30/14 (b)(g)		1,900,057		2,110,129
Total International Convertible Bonds				31,900,057		32,110,129
Commercial Paper — 5.19%
International Commercial Paper — 2.41%
Belgium 0.57%
	20,000,000 USD	Anheuser Busch InBev WorldWide, Inc. 0.30% due 12/19/11		19,992,000		19,992,000
Germany 0.31%
	10,900,000 USD	BMW 0.27% due 11/01/11		10,900,000		10,900,000
Japan 1.47%
	20,000,000 USD	Sumitomo Corporation 0.28% due 11/08/11		19,998,911		19,998,911
	9,051,000 USD	Toyota Motor Corporation 0.23% due 01/12/12		9,046,837		9,047,421
	22,559,000 USD	Toyota Motor Corporation 0.30% due 02/08/12		22,540,389		22,542,519
Switzerland 0.06%
	2,303,000 USD	Nestlé SA 0.10% due 12/12/11		2,302,737		2,302,737
Total International Commercial Paper				84,780,874		84,783,588
U.S. Commercial Paper — 2.78%
$	9,700,000	Avery Dennison Corporation 0.30% due 11/01/11		9,700,000		9,700,000
	10,179,000	Campbell Soup Company 0.20% due 01/09/12		10,175,098		10,177,080
	24,000,000	Coca-Cola Company 0.16% due 01/19/12		23,991,574		23,993,974

See Notes to Financial Statements.

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74

Consolidated Schedule of Investments | Year Ended October 31, 2011

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
U.S. Commercial Paper — 2.78% — (continued)
$	20,500,000	Dell, Inc. 0.36% due 07/09/12	$	20,449,974	$	20,402,994
	10,000,000	Hewlett-Packard Company 0.16% due 12/05/11		9,998,489		9,998,489
	3,686,000	Kraft Foods, Inc. 0.15% due 11/01/11		3,686,000		3,686,000
	7,000,000	Kraft Foods, Inc. 0.36% due 11/21/11		6,998,639		6,998,639
	6,800,000	NYSE Euronext 0.28% due 11/01/11		6,800,000		6,800,000
	6,100,000	Western Union Company 0.30% due 11/01/11		6,100,000		6,100,000
Total U.S. Commercial Paper				97,899,774		97,857,176
Total Commercial Paper				182,680,648		182,640,764
Total Investments — 99.08%			$	2,194,666,687		3,487,381,389
Other Assets in Excess of Liabilities — 0.92%						32,537,433
Net Assets — 100.00%					$	3,519,918,822

(a) Non-income producing security/commodity.

(b) All or a portion of the security is exempt from registration under the Securities Act of 1933. Rule 144A securities may only be sold to qualified institutional buyers, pursuant to Rule 144A under the Securities Act of 1933.

(c) Represents a security registered under Regulation D. Regulation D provides exemptions for small companies to offer and sell their securities without having to register the securities under the Securities Act of 1933.

(d) This security is convertible until August 9, 2013.

(e) Securities valued in accordance with fair value procedures under the supervision of the Board of Trustees, representing $30,000,000 or 0.85% of net assets.

(f) This security is convertible until November 30, 2017.

(g) This security is convertible until November 30, 2014.

At October 31, 2011, aggregate cost for federal income tax purposes was $2,315,877,132. Net unrealized appreciation consisted of:

Gross unrealized appreciation	$	1,265,881,015
Gross unrealized depreciation		(94,376,758	)
Net unrealized appreciation	$	1,171,504,257

Abbreviations used in this schedule include:

ADR — American Depository Receipt

NYSE — New York Stock Exchange

PLC — Public Limited Company

Currencies

CAD — Canadian Dollar

USD — United States Dollar

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
75

Gold Fund

_{INDUSTRY DIVERSIFICATION FOR PORTFOLIO HOLDINGS}	_{PERCENT OF}_{NET ASSETS}
International Common Stocks
Energy		0.55	%
Materials		67.51
Total International Common Stocks		68.06
U.S. Common Stocks
Materials		8.04
Total U.S. Common Stocks		8.04
International Preferred Stock
Materials		0.17
Total International Preferred Stock		0.17
Investment Company		0.02
Warrants		0.01
Commodity		16.68
International Convertible Bonds
Materials		0.91
Total International Convertible Bonds		0.91
Commercial Paper
International Commercial Paper		2.41
U.S. Commercial Paper		2.78
Total Commercial Paper		5.19
Total Investments		99.08	%

See Notes to Financial Statements.

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76

Management's Discussion of Fund Performance

Harold Levy

First Eagle Fund of America Class Y* (without sales charge) increased 4.20% for the year ended October 31, 2011 versus an increase of 8.09% for the S&P 500 Index. The five greatest contributors to performance were Valeant Pharmaceuticals International, Inc., Dresser-Rand Group, Inc., NVIDIA Corporation, AutoZone, Inc. and Atmel Corporation. Conversely, the five greatest detractors were AOL, Inc., Computer Sciences Corporation., Exterran Holdings, Inc., Enzon Pharmaceuticals, Inc., and Ingersoll-Rand PLC.

It would be nice to return to times when the results of investing were only determined by research, insight, actions of management or company fundamental analysis. While we believe those times may eventually return, for the moment markets are in the power of forces which, although not unanalyzable, are extraordinarily complex and reside outside the borders of this country. Will Greece default? Will European banks survive it? Will the Euro? And what will the cost be of its survival? Against this backdrop of global macroeconomic uncertainties, the company-specific details concerning how many aluminum cans Ball Corporation produces, how many G650 Gulfstream Jets General Dynamics Corporation sells or the significant free cash flow generated by Wyndham Worldwide Corporation can appear to fade into secondary importance. Despite the market's temporary focus on anxieties surrounding world events, we are unwavering in our long-term investment approach. Regardless of market manias or miseries, we maintain our primary focus on identifying quality companies trading at a discount to our estimates of intrinsic value. We believe, over time, that the market may reward these types of companies, and we seek to identify the catalysts that might bring this to fruition.

We have no particular insight into how the above events will play out or over what timeframe. But we are patient investors who take a long-term approach. Like the 2008 credit crisis in the U.S., we believe that eventually this crisis too shall pass, albeit with significant economic costs. We have chosen to maintain our focus on companies providing essential goods and services with strong balance sheets and great cash flow. Free cash flow yields on our equities are at

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
77

First Eagle Fund of America

levels we believe are very attractive both absolutely and relative to fixed income alternatives. We have confidence these companies are building value, but predicting when markets will recognize this is not easy. We do know that free cash flow can ultimately help generate value for shareholders, and as patient investors, we are prepared to wait.

Thank you for your continued confidence.

Harold Levy

Portfolio Manager

December 2011

*As of September 1, 2005, Class Y Shares are closed to new investors. Class Y shares are offered without sales charge. If sales charge was included returns would be lower. The portfolio is actively managed and holdings can change at any time. Current and future portfolio holdings are subject to risk.

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Fund Overview | Data as of October 31, 2011 (unaudited)

INVESTMENT OBJECTIVE

The First Eagle Fund of America is a non-diversified U.S. equity fund that seeks long-term capital appreciation by investing primarily in U.S. stocks and to a lesser extent in debt and foreign equity securities. The Fund has a unique event-driven bias that focuses on identifying companies poised to benefit from change that the market has not yet recognized.

Average Annual Returns
	_ONE-YEAR			_FIVE-YEARS			_TEN-YEARS
First Eagle Fund of America (Y Shares)		4.20	%		3.97	%		7.21	%
Standard & Poor's 500 Index		8.09			0.25			3.69

Asset Allocation*

Sector/Industry*
Materials	27.24	%
Health Care	22.92
Industrials	10.66
Consumer Discretionary	6.23
Information Technology	6.03
Energy	4.61
Exchange Traded Fund	0.98
Consumer Staples	0.89

* percentages exclude option positions

* Asset allocation percentages are based on total investments in the portfolio. Sector/Industry allocations exclude short term investments.

The Fund's portfolio composition is subject to change at any time.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
80

Fund of America

Growth of a $10,000 Initial Investment

The Fund's average annual returns shown above are historical and reflect changes in share price, reinvested dividends and is net of expenses.

Top 10 Holdings*
Eastman Chemical Company (chemicals company)	5.19	%
Rockwood Holdings, Inc. (specialty chemicals manufacturer)	5.14
Wyndham Worldwide Corporation (hotel and resorts)	4.73
Tyco International Limited (industrial conglomerate)	4.65
Pfizer, Inc. (biopharmaceutical company)	4.44
Omnicare, Inc. (pharmaceutical company)	3.97
Ball Corporation (containers and packaging manufacturer)	3.95
Valeant Pharmaceuticals International, Inc. (pharmaceuticals company)	3.76
Packaging Corporation of America (containers and packaging manufacturer)	3.69
Baxter International, Inc. (health technology company)	3.65
Total	43.17	%

* Holdings in cash and repurchase agreements have been excluded. Percentages are based on total net assets.

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81

First Eagle Fund of America

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
Common Stocks — 76.27%
U.S. Common Stocks — 67.64%
Consumer Discretionary 6.07%
	1,935,000	Wyndham Worldwide Corporation (a)	$	62,467,308	$	65,151,450
	561,600	Tenneco, Inc. (a)(b)		23,139,779		18,375,552
				85,607,087		83,527,002
Consumer Staples 0.87%
	670,030	Sara Lee Corporation (a)		11,245,108		11,926,534
Energy 4.49%
	1,375,400	Atlas Energy L.P. (a)		31,650,443		32,638,242
	227,720	Devon Energy Corporation (a)		18,795,009		14,790,414
	296,890	Dresser-Rand Group, Inc. (a)(b)		9,575,904		14,369,476
				60,021,356		61,798,132
Health Care 22.01%
	3,173,700	Pfizer, Inc. (a)		63,434,206		61,125,462
	1,832,100	Omnicare, Inc. (a)		48,404,959		54,633,222
	1,308,842	Valeant Pharmaceuticals International, Inc. (a)		26,928,550		51,777,789
	913,800	Baxter International, Inc. (a)		48,540,986		50,240,724
	1,438,460	Health Net, Inc. (b)		37,347,314		39,974,804
	229,280	Amgen, Inc. (a)		12,982,765		13,130,866
	1,213,387	Enzon Pharmaceuticals, Inc. (b)		10,244,912		8,918,394
	513,371	PharMerica Corporation (b)		6,983,908		8,008,588
	201,000	Medicis Pharmaceutical Corporation, Class 'A' (a)		7,659,025		7,696,290
	326,710	Theravance, Inc. (b)		6,029,781		7,262,763
				268,556,406		302,768,902
Industrials 4.74%
	698,290	General Dynamics Corporation (a)		43,373,037		44,823,235
	332,200	Owens Corning, Inc. (a)(b)		7,758,127		9,427,836
	113,040	Rockwell Collins, Inc. (a)		5,547,480		6,311,023
	20,490	Precision Castparts Corporation (a)		2,478,436		3,342,944
	30,747	Mueller Industries, Inc.		1,210,817		1,243,716
				60,367,897		65,148,754
Information Technology 2.90%
	1,782,836	LSI Corporation (b)		11,587,764		11,142,725
	773,040	AOL, Inc. (b)		19,114,319		10,915,325
	279,700	Analog Devices, Inc. (a)		9,822,542		10,228,629

See Notes to Financial Statements.

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82

Schedule of Investments | Year Ended October 31, 2011

_SHARES		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
U.S. Common Stocks — 67.64% — (continued)
Information Technology 2.90% — (continued)
	473,250	Seagate Technology PLC (a)	$	7,477,757	$	7,642,987
				48,002,382		39,929,666
Materials 26.56%
	1,818,800	Eastman Chemical Company (a)		59,368,062		71,460,652
	1,536,070	Rockwood Holdings, Inc. (a)(b)		69,297,894		70,720,663
	1,573,560	Ball Corporation (a)		35,929,837		54,397,969
	1,944,600	Packaging Corporation of America		47,618,782		50,715,168
	1,346,370	Crown Holdings, Inc. (a)(b)		30,669,425		45,493,842
	914,650	Valspar Corporation		22,122,082		31,893,846
	297,800	Walter Energy, Inc. (a)		23,394,978		22,528,570
	378,400	EI du Pont de Nemours & Company (a)		17,113,653		18,189,688
				305,514,713		365,400,398
Total U.S. Common Stocks				839,314,949		930,499,388
International Common Stocks — 8.63%
Ireland 1.00%
	442,900	Ingersoll-Rand PLC (a)		17,434,981		13,787,477
Switzerland 7.63%
	1,404,650	Tyco International Limited (a)		64,167,241		63,981,807
	1,152,530	TE Connectivity Limited		37,000,760		40,972,442
				101,168,001		104,954,249
Total International Common Stocks				118,602,982		118,741,726
Total Common Stocks				957,917,931		1,049,241,114
Exchange Traded Fund — 0.96%
	78,680	SPDR Gold Trust (a)(b)		12,250,373		13,166,311
_PRINCIPAL
Repurchase Agreement — 22.06%
$	303,465,732	State Street Bank and Trust Company, 0.01% dated 10/31/11 due 11/01/11 (collateralized by United States Treasury Bill, 0.00% due 12/29/11 valued at $309,535,047); proceeds $303,465,816		303,465,732		303,465,732

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
83

Fund of America

_PRINCIPAL		_DESCRIPTION	_{COST (NOTE 1)}		_{VALUE (NOTE 1)}
Bond — 0.34%
U.S. Convertible Bond 0.34%
$	3,730,000	Omnicare, Inc. 3.750% due 12/15/25 (c)	$	3,730,000	$	4,657,838

_CONTRACTS			_{STRIKE PRICE}		_{EXPIRATION DATE}	_{VALUE (NOTE 1)}
Call Option Purchased — 0.08%
	2,799	Seagate Technology (Cost: $1,113,812)	$	12.50	January 2012	$	1,161,585

Total Investment Portfolio
Excluding Options Written — 99.71% (Cost: $1,278,477,848)

1,371,692,580

Covered Call Options Written — (2.22)%

1,540	Amgen, Inc.	$	55.00	November 2011	$	(425,040	)
472	Amgen, Inc.		57.50	November 2011		(48,616	)
265	Amgen, Inc.		57.50	January 2012		(55,120	)
746	Analog Devices, Inc.		34.00	November 2011		(214,475	)
1,492	Analog Devices, Inc.		35.00	December 2011		(417,760	)
371	Analog Devices, Inc.		36.00	December 2011		(73,272	)
188	Analog Devices, Inc.		37.50	January 2012		(32,900	)
1,290	Atlas Energy L.P.		21.00	January 2012		(477,300	)
1,826	Atlas Energy L.P.		22.50	January 2012		(529,540	)
3,156	Atlas Energy L.P.		23.00	November 2011		(473,400	)
2,063	Atlas Energy L.P.		23.00	December 2011		(433,230	)
560	Atlas Energy L.P.		24.00	January 2012		(106,400	)
1,342	Ball Corporation		35.00	November 2011		(114,070	)
1,973	Baxter International, Inc.		52.50	November 2011		(633,333	)
2,735	Baxter International, Inc.		55.00	November 2011		(363,755	)
913	Baxter International, Inc.		55.00	December 2011		(177,122	)
1,662	Baxter International, Inc.		57.50	November 2011		(46,536	)
350	Crown Holdings, Inc.		32.00	November 2011		(79,625	)
780	Devon Energy Corporation		60.00	November 2011		(478,920	)
1,341	Dresser-Rand Group, Inc.		45.00	November 2011		(616,860	)
1,044	Dresser-Rand Group, Inc.		45.00	December 2011		(600,300	)
256	Dresser-Rand Group, Inc.		50.00	November 2011		(43,520	)
327	Dresser-Rand Group, Inc.		50.00	December 2011		(90,743	)
446	Eastman Chemical Company		37.50	November 2011		(115,960	)

See Notes to Financial Statements.

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84

Schedule of Investments | Year Ended October 31, 2011

_CONTRACTS			_{STRIKE PRICE}		_{EXPIRATION DATE}	_{VALUE (NOTE 1)}
Covered Call Options Written — (2.22)% — (continued)
	450	Eastman Chemical Company	$	37.50	December 2011	$	(162,000	)
	825	EI du Pont de Nemours & Company		39.00	November 2011		(759,000	)
	1,240	EI du Pont de Nemours & Company		40.00	November 2011		(1,072,600	)
	710	EI du Pont de Nemours & Company		41.00	November 2011		(524,690	)
	709	EI du Pont de Nemours & Company		42.00	November 2011		(457,305	)
	300	EI du Pont de Nemours & Company		43.00	November 2011		(174,000	)
	698	General Dynamics Corporation		65.00	November 2011		(94,230	)
	349	General Dynamics Corporation		65.00	December 2011		(78,525	)
	349	General Dynamics Corporation		67.50	December 2011		(42,927	)
	678	General Dynamics Corporation		75.00	November 2011		(2,033	)
	1,942	Ingersoll-Rand PLC		28.00	November 2011		(689,410	)
	1,802	Ingersoll-Rand PLC		29.00	November 2011		(558,620	)
	685	Ingersoll-Rand PLC		30.00	November 2011		(143,850	)
	201	Medicis Pharmaceutical Corporation		36.00	November 2011		(60,300	)
	86	Medicis Pharmaceutical Corporation		37.00	November 2011		(22,145	)
	301	Medicis Pharmaceutical Corporation		37.00	January 2012		(99,330	)
	533	Omnicare, Inc.		22.00	November 2011		(413,075	)
	536	Omnicare, Inc.		24.00	November 2011		(308,200	)
	512	Omnicare, Inc.		25.00	November 2011		(256,000	)
	506	Omnicare, Inc.		25.00	December 2011		(260,590	)
	246	Omnicare, Inc.		27.00	December 2011		(86,100	)
	249	Omnicare, Inc.		28.00	December 2011		(65,985	)
	852	Owens Corning, Inc.		26.00	December 2011		(306,720	)
	115	Owens Corning, Inc.		39.00	November 2011		(1,150	)
	3,035	Pfizer, Inc.		17.00	November 2011		(786,065	)
	4,310	Pfizer, Inc.		18.00	November 2011		(607,710	)
	1,031	Pfizer, Inc.		19.00	November 2011		(61,860	)
	204	Precision Castparts Corporation		150.00	November 2011		(304,980	)
	186	Rockwell Collins, Inc.		50.00	November 2011		(117,180	)
	891	Rockwell Collins, Inc.		55.00	November 2011		(196,020	)
	1,477	Rockwood Holdings, Inc.		40.00	November 2011		(982,205	)
	400	Rockwood Holdings, Inc.		45.00	November 2011		(124,000	)
	310	Rockwood Holdings, Inc.		45.00	December 2011		(127,100	)
	670	Sara Lee Corporation		16.00	November 2011		(132,325	)
	1,892	Sara Lee Corporation		17.00	November 2011		(191,092	)
	7	Seagate Technology		10.00	November 2011		(4,445	)
	4	Seagate Technology		11.00	November 2011		(2,140	)

See Notes to Financial Statements.

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85

Fund of America

_CONTRACTS			_{STRIKE PRICE}		_{EXPIRATION DATE}	_{VALUE (NOTE 1)}
Covered Call Options Written — (2.22)% — (continued)
	4	Seagate Technology	$	12.00	November 2011	$	(1,760	)
	1,253	Seagate Technology		16.00	November 2011		(112,770	)
	240	SPDR Gold Trust		156.00	November 2011		(290,400	)
	320	SPDR Gold Trust		160.00	November 2011		(268,160	)
	96	SPDR Gold Trust		161.00	November 2011		(76,800	)
	90	SPDR Gold Trust		162.00	November 2011		(62,370	)
	730	Tenneco, Inc.		33.00	November 2011		(116,800	)
	281	Tenneco, Inc.		33.00	December 2011		(77,977	)
	281	Tenneco, Inc.		34.00	December 2011		(72,358	)
	1,966	Tenneco, Inc.		35.00	November 2011		(216,260	)
	281	Tenneco, Inc.		35.00	December 2011		(51,985	)
	281	Tenneco, Inc.		36.00	November 2011		(18,265	)
	1,455	Tyco International Limited		40.00	November 2011		(887,550	)
	1,455	Tyco International Limited		41.00	November 2011		(763,875	)
	88	Tyco International Limited		41.00	January 2012		(52,580	)
	805	Tyco International Limited		42.00	November 2011		(342,125	)
	1,482	Tyco International Limited		43.00	November 2011		(474,240	)
	2,183	Tyco International Limited		45.00	November 2011		(360,195	)
	871	Valeant Pharmaceuticals International		34.00	November 2011		(574,860	)
	1,308	Valeant Pharmaceuticals International		35.00	November 2011		(745,560	)
	1,962	Valeant Pharmaceuticals International		36.00	November 2011		(922,140	)
	5,430	Valeant Pharmaceuticals International		37.00	November 2011		(2,036,250	)
	749	Valeant Pharmaceuticals International		38.00	November 2011		(230,318	)
	654	Valeant Pharmaceuticals International		39.00	November 2011		(160,230	)
	654	Valeant Pharmaceuticals International		41.00	November 2011		(112,488	)
	768	Valeant Pharmaceuticals International		42.00	November 2011		(88,320	)
	290	Walter Energy, Inc.		60.00	November 2011		(471,975	)
	300	Walter Energy, Inc.		65.00	November 2011		(386,250	)
	509	Walter Energy, Inc.		70.00	November 2011		(437,740	)
	279	Walter Energy, Inc.		75.00	November 2011		(168,237	)
	255	Walter Energy, Inc.		80.00	November 2011		(102,000	)
	170	Walter Energy, Inc.		80.00	December 2011		(114,750	)
	1,815	Wyndham Worldwide Corporation		29.00	November 2011		(971,025	)
	1,523	Wyndham Worldwide Corporation		30.00	November 2011		(670,120	)
	1,816	Wyndham Worldwide Corporation		31.00	November 2011		(640,140	)
	1,834	Wyndham Worldwide Corporation		33.00	November 2011		(330,120	)

See Notes to Financial Statements.

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86

Schedule of Investments | Year Ended October 31, 2011

_CONTRACTS			_{STRIKE PRICE}		_{EXPIRATION DATE}	_{VALUE (NOTE 1)}
Covered Call Options Written — (2.22)% — (continued)
	403	Wyndham Worldwide Corporation	$	35.00	January 2012	$	(75,552	)
	795	Wyndham Worldwide Corporation		36.00	January 2012		(99,375	)
Total Covered Call Options Written (Premiums Received: $20,894,677)							(30,507,624	)
Total Investments — 97.49% (Cost: $1,257,583,171)							1,341,184,956
Other Assets in Excess of Liabilities — 2.51%							34,560,468
Net Assets — 100.00%						$	1,375,745,424

(a) At October 31, 2011, all or a portion of this security was segregated to cover collateral requirement for options.

(b) Non-income producing security/commodity.

At October 31, 2011, aggregate cost for federal income tax purposes, excluding options written, was $1,291,185,962. Net unrealized appreciation consisted of:

Gross unrealized appreciation	$	103,025,781
Gross unrealized depreciation		(22,519,163	)
Net unrealized appreciation	$	80,506,618

Abbreviations used in this schedule include:

PLC — Public Limited Company
SPDR — Standard & Poor's Depository Receipts

See Notes to Financial Statements.

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87

Fund of America

_{INDUSTRY DIVERSIFICATION FOR PORTFOLIO HOLDINGS}	_{PERCENT OF}_{NET ASSETS}
U.S. Common Stocks
Consumer Discretionary		6.07	%
Consumer Staples		0.87
Energy		4.49
Health Care		22.01
Industrials		4.74
Information Technology		2.90
Materials		26.56
Total U.S. Common Stocks		67.64
International Common Stocks
Industrials		5.65
Information Technology		2.98
Total International Common Stocks		8.63
Exchange Traded Fund		0.96
Repurchase Agreement		22.06
U.S. Convertible Bond
Health Care		0.34
Total U.S. Convertible Bond		0.34
Call Option Purchased		0.08
Covered Call Options Written		(2.22	)
Total Investments		97.49	%

See Notes to Financial Statements.

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Statement of Assets and Liabilities

	_{FIRST EAGLE}_{GLOBAL FUND}		_{FIRST EAGLE}_{OVERSEAS FUND}		_{FIRST EAGLE}_{U.S. VALUE FUND}
Assets
Investments, at Cost (Note 1)
Unaffiliated issuers	$	22,899,293,034	$	7,233,828,511	$	1,627,890,799
Affiliated issuers		2,986,190,522		752,560,614		—
Gold bullion		586,146,006		217,894,842		39,756,621
Repurchase agreement		—		—		—
Foreign currency		1,049		587,635		1
Total Investments, at Cost		26,471,630,611		8,204,871,602		1,667,647,421
Investments, at Value (Note 1)
Unaffiliated issuers		25,857,377,420		8,205,018,909		1,793,816,627
Affiliated issuers		3,265,091,535		1,138,927,222		—
Gold bullion		1,806,763,515		758,946,085		89,914,608
Repurchase agreement		—		—		—
Foreign currency		1,050		590,871		1
Total Investments, at Value		30,929,233,520		10,103,483,087		1,883,731,236
Cash		—		1,153,813		305
Restricted cash		—		—		—
Due from broker		—		4,996,220		—
Receivable for forward currency contracts held, at value (Note 1)		19,606,747		10,645,291		—
Receivable for investment securities sold		111,793,327		39,372,213		12,908,869
Receivable for premiums for written options		—		—		—
Receivable for Fund shares sold		149,302,839		38,049,332		16,955,941
Accrued interest and dividends receivable		85,893,908		43,514,119		3,169,450
Investment for trustee deferred compensation plan (Note 2)		1,377,814		1,496,941		1,015,590
Other assets		199,729		77,949		18,970
Total Assets		31,297,407,884		10,242,788,965		1,917,800,361
Liabilities
Option contracts written, at value (premiums received $2,030,334, $0, $341,309, $0, and $20,894,677, respectively) (Note 1)		2,368,750		—		328,750
Payable for Fund shares redeemed		41,695,622		31,541,900		1,759,018
Payable for investment securities purchased		115,856		1,194,414		—
Payable for forward currency contracts held, at value (Note 1)		19,153,966		11,393,045		—
Investment advisory fees payable (Note 2)		19,226,958		6,336,309		1,151,704
Distribution fees payable (Note 3)		8,143,368		1,681,011		440,094
Services fees payable (Note 3)		1,728,272		214,341		82,341
Trustee deferred compensation plan (Note 2)		1,377,814		1,496,941		1,015,590
Administrative fees payable (Note 2)		377,162		137,513		20,792
Due to custodian		158,780		—		—
Trustee fees payable		81,144		31,935		6,127
Accrued expenses and other liabilities		10,871,290		3,245,002		477,555
Total Liabilities		105,298,982		57,272,411		5,281,971
Net Assets	$	31,192,108,902	$	10,185,516,554	$	1,912,518,390

* First Eagle Gold Fund financial statements are shown on a consolidated basis and includes the balances of the First Eagle Gold Cayman Fund, Ltd.

** The amount of $705,000 represents restricted cash used as collateral for covered call options.

See Notes to Financial Statements.

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90

October 31, 2011

	_{FIRST EAGLE}_{GOLD FUND*}		_{FIRST EAGLE}_{FUND OF AMERICA}
Assets
Investments, at Cost (Note 1)
Unaffiliated issuers	$	2,009,398,243	$	975,012,116
Affiliated issuers		—		—
Gold bullion		185,268,444		—
Repurchase agreement		—		303,465,732
Foreign currency		18		—
Total Investments, at Cost		2,194,666,705		1,278,477,848
Investments, at Value (Note 1)
Unaffiliated issuers		2,900,246,096		1,068,226,848
Affiliated issuers		—		—
Gold bullion		587,135,293		—
Repurchase agreement		—		303,465,732
Foreign currency		18		—
Total Investments, at Value		3,487,381,407		1,371,692,580
Cash		113		33,365
Restricted cash		—		705,000	**
Due from broker		—		—
Receivable for forward currency contracts held, at value (Note 1)		—		—
Receivable for investment securities sold		39,996,104		37,313,953
Receivable for premiums for written options		—		75,552
Receivable for Fund shares sold		11,574,609		5,388,620
Accrued interest and dividends receivable		760,356		789,026
Investment for trustee deferred compensation plan (Note 2)		195,447		531,582
Other assets		34,659		17,301
Total Assets		3,539,942,695		1,416,546,979
Liabilities
Option contracts written, at value (premiums received $2,030,334, $0, $341,309, $0, and $20,894,677, respectively) (Note 1)		—		30,507,624
Payable for Fund shares redeemed		6,534,426		1,647,874
Payable for investment securities purchased		9,025,695		6,268,902
Payable for forward currency contracts held, at value (Note 1)		—		—
Investment advisory fees payable (Note 2)		2,143,765		1,115,244
Distribution fees payable (Note 3)		792,720		357,192
Services fees payable (Note 3)		139,627		39,191
Trustee deferred compensation plan (Note 2)		195,447		531,582
Administrative fees payable (Note 2)		41,323		17,454
Due to custodian		—		—
Trustee fees payable		43,064		6,352
Accrued expenses and other liabilities		1,107,806		310,140
Total Liabilities		20,023,873		40,801,555
Net Assets	$	3,519,918,822	$	1,375,745,424

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91

Statement of Assets and Liabilities (continued)

	_{FIRST EAGLE}_{GLOBAL FUND}			_{FIRST EAGLE}_{OVERSEAS FUND}			_{FIRST EAGLE}_{U.S. VALUE FUND}
Net Assets Consist of
Capital stock (par value, $0.001 per share)	$	667,925		$	456,149		$	111,614
Capital surplus		26,370,139,648			8,185,491,894			1,631,320,042
Net unrealized appreciation (depreciation) on:
Investments (net of $5,883,639, $2,478,203, $0, $0, $0 deferred capital gain country tax, respectively)		4,451,719,269			1,896,130,046			216,083,815
Foreign currency and forward contract related translation		2,006,902			(305,453	)		—
Written options		(338,416	)		—			12,559
Undistributed net realized gains on investments		383,004,927			279,101,316			50,806,970
Undistributed net investment income (loss)		(15,091,353	)		(175,357,398	)		14,183,390
Net Assets	$	31,192,108,902		$	10,185,516,554		$	1,912,518,390
Class A
Net assets	$	14,351,986,680		$	5,022,898,452		$	966,529,946
Shares outstanding		305,981,717			225,744,425			56,448,105
Net asset value per share and redemption proceeds per share	$	46.90		$	22.25		$	17.12
Offering price per share (NAV per share plus maximum sales charge)¹	$	49.37		$	23.42		$	18.02
Class C
Net assets	$	8,385,081,060		$	1,026,694,835		$	407,718,193
Shares outstanding		182,635,968			47,517,524			24,113,114
Net asset value per share	$	45.91		$	21.61		$	16.91
Redemption proceeds per share (NAV per share less maximum contingent deferred sale charge)²	$	45.45		$	21.39		$	16.74
Class I
Net assets	$	8,455,041,162		$	4,135,923,267		$	538,270,251
Shares outstanding		179,307,116			182,887,494			31,052,845
Net asset value per share and redemption proceeds per share	$	47.15		$	22.61		$	17.33
Class Y
Net assets		—			—			—
Shares outstanding		—			—			—
Net asset value per share and redemption proceeds per share		—			—			—

* First Eagle Gold Fund financial statements are shown on a consolidated basis and includes the balances of the First Eagle Gold Cayman Fund, Ltd.

¹The maximum sales charge is 5.00% for Class A shares. Classes C, I and Y have no front-end sales charges.

²The maximum CDSC (Contingent Deferred Sales Charge) is 1.00% for Class C shares, which is charged on the lesser of the offering price or the net asset value at the time of sale by shareholder. This pertains to investments of one year or less.

See Notes to Financial Statements.

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October 31, 2011

	_{FIRST EAGLE}_{GOLD FUND*}			_{FIRST EAGLE}_{FUND OF AMERICA}
Net Assets Consist of
Capital stock (par value, $0.001 per share)	$	104,161		$	55,816
Capital surplus		2,215,981,654			1,206,687,614
Net unrealized appreciation (depreciation) on:
Investments (net of $5,883,639, $2,478,203, $0, $0, $0 deferred capital gain country tax, respectively)		1,292,714,702			93,214,732
Foreign currency and forward contract related translation		(610	)		—
Written options		—			(9,612,947	)
Undistributed net realized gains on investments		92,608,463			85,526,171
Undistributed net investment income (loss)		(81,489,548	)		(125,962	)
Net Assets	$	3,519,918,822		$	1,375,745,424
Class A
Net assets	$	1,833,944,948		$	549,126,583
Shares outstanding		54,109,099			22,043,141
Net asset value per share and redemption proceeds per share	$	33.89		$	24.91
Offering price per share (NAV per share plus maximum sales charge)¹	$	35.67		$	26.22
Class C
Net assets	$	682,908,677		$	193,628,034
Shares outstanding		20,835,781			8,798,270
Net asset value per share	$	32.78		$	22.01
Redemption proceeds per share (NAV per share less maximum contingent deferred sale charge)²	$	32.45		$	21.79
Class I
Net assets	$	1,003,065,197			—
Shares outstanding		29,215,646			—
Net asset value per share and redemption proceeds per share	$	34.33			—
Class Y
Net assets		—		$	632,990,807
Shares outstanding		—			24,974,458
Net asset value per share and redemption proceeds per share		—		$	25.35

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
93

Statement of Operations

	_{FIRST EAGLE}_{GLOBAL FUND}			_{FIRST EAGLE}_{OVERSEAS FUND}			_{FIRST EAGLE}_{U.S. VALUE FUND}
Investment Income
Interest (net of $402,075, $129,178, $0, $4 and $0, foreign taxes withheld, respectively)	$	34,587,497		$	16,158,721		$	6,961,617
Dividends from: (net of $36,326,895, $19,464,958, $273,156, $1,128,300 and $348,734, foreign taxes withheld, respectively)
Unaffiliated issuers		458,227,894			155,966,608			28,268,118
Affiliated issuers		68,529,779			23,200,986			—
Other Income		119,972			56,756			43,862
Total Income		561,465,142			195,383,071			35,273,597
Expenses
Investment advisory fees (Note 2)		215,077,224			75,921,191			12,209,881
Administrative costs (Note 2)		4,161,753			1,535,206			235,071
Distribution fees (Note 3)
Class A		34,980,473			12,785,675			2,109,365
Class C		58,710,022			7,749,569			2,768,756
Class Y		—			—			—
Service fees - Class C (Note 3)		19,570,007			2,583,190			922,919
Shareholder servicing agent fees		23,899,008			7,738,540			1,937,980
Custodian and accounting fees		4,464,356			2,508,028			179,397
Shareholder reporting fees		1,872,559			655,480			160,000
Trustees' fees		716,612			258,932			40,982
Registration and filing fees		1,344,169			499,557			234,414
Professional fees		652,239			357,026			139,437
Other Expenses		661,017			253,192			51,634
Total Expenses		366,109,439			112,845,586			20,989,836
Expense reductions due to earnings credits (Note 1)		(2,824	)		(945	)		(394	)
Net Expenses		366,106,615			112,844,641			20,989,442
Net Investment Income (Loss) (Note 1)		195,358,527			82,538,430			14,284,155
Realized and Unrealized Gains (Losses) on Investments, Foreign Currency Related Transactions and Written Options (Note 1)
Net realized gains (losses) from:
Investment transactions of unaffiliated issuers		813,593,704			329,133,952			61,237,435
Investment transactions of affiliated issuers		4,191,921			454,713			—
Commodity related transactions		114,826,731			45,691,878			7,196,927
Foreign currency and forward contract related transactions		(244,557,195	)		(136,578,451	)		3,231
Written options		2,251,712			—			487,516
Net increase from payments by affiliate (Note 2)		—			714,808			7,854
		690,306,873			239,416,900			68,932,963
Changes in unrealized appreciation (depreciation) of:
Investment transactions (net of decrease in deferred capital gain country tax accruals of $683,624, $333,971, $0, $0, and $0, respectively)		615,250,756			(73,551,397	)		50,096,347
Foreign currency and forward contract related translation		183,933,325			100,254,460			(234	)
Written options		(338,416	)		—			12,559
		798,845,665			26,703,063			50,108,672
Net realized and unrealized gains on investments, foreign currency and forward contract related transactions and written options		1,489,152,538			266,119,963			119,041,635
Net Increase in Net Assets Resulting from Operations	$	1,684,511,065		$	348,658,393		$	133,325,790

* First Eagle Gold Fund financial statements are shown on a consolidated basis and includes the balances of the First Eagle Gold Cayman Fund, Ltd.

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Year Ended October 31, 2011

	_{FIRST EAGLE}_{GOLD FUND*}			_{FIRST EAGLE}_{FUND OF AMERICA}
Investment Income
Interest (net of $402,075, $129,178, $0, $4 and $0, foreign taxes withheld, respectively)	$	1,991,132		$	130,428
Dividends from: (net of $36,326,895, $19,464,958, $273,156, $1,128,300 and $348,734, foreign taxes withheld, respectively)
Unaffiliated issuers		19,613,455			14,741,465
Affiliated issuers		—			—
Other Income		1,054			—
Total Income		21,605,641			14,871,893
Expenses
Investment advisory fees (Note 2)		25,160,775			13,396,787
Administrative costs (Note 2)		494,839			196,854
Distribution fees (Note 3)
Class A		4,686,155			1,256,745
Class C		4,969,897			1,287,421
Class Y		—			1,663,311
Service fees - Class C (Note 3)		1,656,632			429,140
Shareholder servicing agent fees		4,387,279			1,481,342
Custodian and accounting fees		764,653			181,985
Shareholder reporting fees		260,999			110,078
Trustees' fees		110,328			35,261
Registration and filing fees		320,616			236,001
Professional fees		147,487			158,343
Other Expenses		149,655			50,226
Total Expenses		43,109,315			20,483,494
Expense reductions due to earnings credits (Note 1)		(588	)		(334	)
Net Expenses		43,108,727			20,483,160
Net Investment Income (Loss) (Note 1)		(21,503,086	)		(5,611,267	)
Realized and Unrealized Gains (Losses) on Investments, Foreign Currency Related Transactions and Written Options (Note 1)
Net realized gains (losses) from:
Investment transactions of unaffiliated issuers		153,837,648			116,226,690
Investment transactions of affiliated issuers		—			—
Commodity related transactions		12,449,692			—
Foreign currency and forward contract related transactions		340,435			—
Written options		—			31,543
Net increase from payments by affiliate (Note 2)		—			2,218
		166,627,775			116,260,451
Changes in unrealized appreciation (depreciation) of:
Investment transactions (net of decrease in deferred capital gain country tax accruals of $683,624, $333,971, $0, $0, and $0, respectively)		85,422,102			(88,585,137	)
Foreign currency and forward contract related translation		(4,643	)		—
Written options		—			1,736,021
		85,417,459			(86,849,116	)
Net realized and unrealized gains on investments, foreign currency and forward contract related transactions and written options		252,045,234			29,411,335
Net Increase in Net Assets Resulting from Operations	$	230,542,148		$	23,800,068

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Statements of Changes in Net Assets

	_{FIRST EAGLE}_{GLOBAL FUND}						_{FIRST EAGLE}_{OVERSEAS FUND}
	_{YEAR ENDED}_{OCTOBER 31,}₂₀₁₁			_{YEAR ENDED}_{OCTOBER 31,}₂₀₁₀			_{YEAR ENDED}_{OCTOBER 31,}₂₀₁₁			_{YEAR ENDED}_{OCTOBER 31,}₂₀₁₀
Operations
Net investment income (loss)	$	195,358,527		$	261,070,340		$	82,538,430		$	59,676,774
Net realized gain from investments, foreign currency and forward contract related transactions and written options		690,306,873			717,773,345			239,416,900			389,944,027
Change in unrealized appreciation (depreciation) of investments, foreign currency and forward contract related transactions and written options		798,845,665			2,170,300,536			26,703,063			680,529,450
Net increase in net assets resulting from operations		1,684,511,065			3,149,144,221			348,658,393			1,130,150,251
Distribution to Shareholders
Dividends paid from net investment income
Class A		(179,125,248	)		(156,973,830	)		(68,667,242	)		(124,712,908	)
Class C		(53,722,987	)		(50,152,071	)		(7,990,749	)		(20,270,175	)
Class I		(94,957,034	)		(56,542,814	)		(56,678,049	)		(71,876,457	)
Class Y		—			—			—			—
Distributions paid from net realized gains from investment transactions
Class A		—			—			(44,782,633	)		—
Class C		—			—			(9,220,791	)		—
Class I		—			—			(31,995,749	)		—
Decrease in net assets resulting from distributions		(327,805,269	)		(263,668,715	)		(219,335,213	)		(216,859,540	)
Fund Share Transactions (Note 6)
Net proceeds from shares sold		10,549,879,443			5,983,606,868			3,711,007,723			2,718,513,835
Net asset value of shares issued for reinvested dividends and distributions		261,507,604			216,340,170			184,257,838			182,833,092
Cost of shares redeemed		(5,041,087,367	)		(4,080,271,834	)		(2,714,178,454	)		(1,967,558,448	)
Redemption fees		1,147,493			580,971			583,929			545,912
Increase in net assets from Fund share transactions		5,771,447,173			2,120,256,175			1,181,671,036			934,334,391
Net increase in net assets		7,128,152,969			5,005,731,681			1,310,994,216			1,847,625,102
Net Assets (Note 1)
Beginning of year		24,063,955,933			19,058,224,252			8,874,522,338			7,026,897,236
End of year	$	31,192,108,902		$	24,063,955,933		$	10,185,516,554		$	8,874,522,338
Undistributed net investment income (loss)	$	(15,091,353	)	$	70,024,942		$	(175,357,398	)	$	(151,617,074	)

* First Eagle Gold Fund financial statements are shown on a consolidated basis and includes the balances of the First Eagle Gold Cayman Fund, Ltd.

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
96

	_{FIRST EAGLE}_{U.S. VALUE FUND}						_{FIRST EAGLE}_{GOLD FUND*}
	_{YEAR ENDED}_{OCTOBER 31,}₂₀₁₁			_{YEAR ENDED}_{OCTOBER 31,}₂₀₁₀			_{YEAR ENDED}_{OCTOBER 31,}₂₀₁₁			_{YEAR ENDED}_{OCTOBER 31,}₂₀₁₀
Operations
Net investment income (loss)	$	14,284,155		$	23,706,578		$	(21,503,086	)	$	(16,630,800	)
Net realized gain from investments, foreign currency and forward contract related transactions and written options		68,932,963			18,613,556			166,627,775			131,930,991
Change in unrealized appreciation (depreciation) of investments, foreign currency and forward contract related transactions and written options		50,108,672			102,060,384			85,417,459			582,457,912
Net increase in net assets resulting from operations		133,325,790			144,380,518			230,542,148			697,758,103
Distribution to Shareholders
Dividends paid from net investment income
Class A		(14,601,729	)		(7,510,123	)		(41,372,108	)		(19,206,629	)
Class C		(4,588,209	)		(1,828,449	)		(10,828,155	)		(4,203,516	)
Class I		(7,711,426	)		(3,213,302	)		(16,752,495	)		(4,149,787	)
Class Y		—			—			—			—
Distributions paid from net realized gains from investment transactions
Class A		—			—			(68,368,215	)		—
Class C		—			—			(23,482,892	)		—
Class I		—			—			(25,391,355	)		—
Decrease in net assets resulting from distributions		(26,901,364	)		(12,551,874	)		(186,195,220	)		(27,559,932	)
Fund Share Transactions (Note 6)
Net proceeds from shares sold		842,143,081			486,075,265			1,302,888,135			1,391,677,772
Net asset value of shares issued for reinvested dividends and distributions		21,330,710			10,092,866			137,426,605			22,128,723
Cost of shares redeemed		(385,318,959	)		(309,421,451	)		(1,175,616,542	)		(726,113,835	)
Redemption fees		—			—			385,738			266,030
Increase in net assets from Fund share transactions		478,154,832			186,746,680			265,083,936			687,958,690
Net increase in net assets		584,579,258			318,575,324			309,430,864			1,358,156,861
Net Assets (Note 1)
Beginning of year		1,327,939,132			1,009,363,808			3,210,487,958			1,852,331,097
End of year	$	1,912,518,390		$	1,327,939,132		$	3,519,918,822		$	3,210,487,958
Undistributed net investment income (loss)	$	14,183,390		$	19,911,665		$	(81,489,548	)	$	(61,733,741	)

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
97

Statements of Changes in Net Assets (continued)

	_{FIRST EAGLE}_{FUND OF AMERICA}
	_{YEAR ENDED}_{OCTOBER 31,}₂₀₁₁			_{YEAR ENDED}_{OCTOBER 31,}₂₀₁₀
Operations
Net investment income (loss)	$	(5,611,267	)	$	5,216,525
Net realized gain from investments, foreign currency and forward contract related transactions and written options		116,260,451			42,187,399
Change in unrealized appreciation (depreciation) of investments, foreign currency and forward contract related transactions and written options		(86,849,116	)		164,849,816
Net increase in net assets resulting from operations		23,800,068			212,253,740
Distribution to Shareholders
Dividends paid from net investment income
Class A		(2,737,506	)		—
Class C		(253,288	)		—
Class I		—			—
Class Y		(3,991,165	)		—
Distributions paid from net realized gains from investment transactions
Class A		—			—
Class C		—			—
Class I		—			—
Decrease in net assets resulting from distributions		(6,981,959	)		—
Fund Share Transactions (Note 6)
Net proceeds from shares sold		512,908,266			195,796,652
Net asset value of shares issued for reinvested dividends and distributions		6,163,174			—
Cost of shares redeemed		(259,451,806	)		(177,951,130	)
Redemption fees		—			—
Increase in net assets from Fund share transactions		259,619,634			17,845,522
Net increase in net assets		276,437,743			230,099,262
Net Assets (Note 1)
Beginning of year		1,099,307,681			869,208,419
End of year	$	1,375,745,424		$	1,099,307,681
Undistributed net investment income (loss)	$	(125,962	)	$	7,825,067

See Notes to Financial Statements.

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Financial Highlights

	_{YEAR ENDED OCTOBER 31,}
	₂₀₁₁						₂₀₁₀
	_{CLASS A}		_{CLASS C}		_{CLASS I}		_{CLASS A}		_{CLASS C}		_{CLASS I}
Selected data for a share of beneficial interest outstanding throughout each year is presented below:*
Net asset value, beginning of year ($)		44.36		43.47		44.59		38.74		38.07		38.92
Income (loss) from investment operations:
Net investment income ($)		0.39		0.04		0.51		0.56		0.26		0.69
Net realized and unrealized gains (losses) on investments		2.79		2.75		2.81		5.63		5.51		5.63
Total income (loss) from investment operations		3.18		2.79		3.32		6.19		5.77		6.32
Less distributions:
Dividends from net investment income ($)		-0.64		-0.35		-0.76		-0.57		-0.37		-0.65
Distributions from capital gains		—		—		—		—		—		—
Total distributions		-0.64		-0.35		-0.76		-0.57		-0.37		-0.65
Net asset value, end of year ($)		46.90		45.91		47.15		44.36		43.47		44.59
Total return^(a) (%)		7.23		6.45		7.52		16.13		15.23		16.40
Ratios and supplemental data
Net assets, end of year (millions) ($)		14,352		8,385		8,455		12,195		6,524		5,345
Ratio of operating expenses to average net assets including earnings credits (%)		1.13		1.88		0.88		1.16		1.91		0.91
Ratio of operating expenses to average net assets excluding earnings credits (%)		1.13		1.88		0.88		1.16		1.91		0.91
Ratio of net investment income to average net assets including earnings credits (%)		0.83		0.08		1.07		1.36		0.63		1.68
Ratio of net investment income to average net assets excluding earnings credits (%)		0.83		0.08		1.07		1.36		0.63		1.68
Portfolio turnover rate (%)		11.57		11.57		11.57		17.37		17.37		17.37

* Per share amounts have been calculated using the average shares method.

** Amount represents less than $0.01 per share.

(a) Does not take into account the sales charge of 5.00% for Class A and the CDSC (Contingent Deferred Sales Charge) of 1.00% for Class C shares.

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
100

Global Fund

	_{YEAR ENDED OCTOBER 31,}
	₂₀₀₉							₂₀₀₈						₂₀₀₇
	_{CLASS A}		_{CLASS C}			_{CLASS I}		_{CLASS A}		_{CLASS C}		_{CLASS I}		_{CLASS A}		_{CLASS C}		_{CLASS I}
Selected data for a share of beneficial interest outstanding throughout each year is presented below:*
Net asset value, beginning of year ($)		34.45		33.99			34.62		51.09		50.46		51.32		48.36		47.83		48.56
Income (loss) from investment operations:
Net investment income ($)		0.39		0.13			0.47		0.64		0.31		0.76		0.67		0.31		0.79
Net realized and unrealized gains (losses) on investments		6.35		6.26			6.39		-11.82		-11.69		-11.88		6.91		6.84		6.94
Total income (loss) from investment operations		6.74		6.39			6.86		-11.18		-11.38		-11.12		7.58		7.15		7.73
Less distributions:
Dividends from net investment income ($)		-0.14		-0.00	**		-0.25		-1.07		-0.70		-1.19		-1.22		-0.89		-1.34
Distributions from capital gains		-2.31		-2.31			-2.31		-4.39		-4.39		-4.39		-3.63		-3.63		-3.63
Total distributions		-2.45		-2.31			-2.56		-5.46		-5.09		-5.58		-4.85		-4.52		-4.97
Net asset value, end of year ($)		38.74		38.07			38.92		34.45		33.99		34.62		51.09		50.46		51.32
Total return^(a) (%)		20.81		19.93			21.13		-24.41		-24.99		-24.21		16.91		16.03		17.19
Ratios and supplemental data
Net assets, end of year (millions) ($)		10,562		5,158			3,338		9,784		4,623		2,898		13,451		5,593		3,193
Ratio of operating expenses to average net assets including earnings credits (%)		1.19		1.94			0.94		1.14		1.89		0.89		1.12		1.87		0.87
Ratio of operating expenses to average net assets excluding earnings credits (%)		1.19		1.94			0.94		1.14		1.89		0.89		1.12		1.87		0.87
Ratio of net investment income to average net assets including earnings credits (%)		1.14		0.38			1.37		1.48		0.73		1.74		1.40		0.65		1.64
Ratio of net investment income to average net assets excluding earnings credits (%)		1.14		0.38			1.37		1.48		0.73		1.74		1.39		0.64		1.64
Portfolio turnover rate (%)		12.52		12.52			12.52		29.69		29.69		29.69		37.58		37.58		37.58

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
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Financial Highlights

	_{YEAR ENDED OCTOBER 31,}
	₂₀₁₁						₂₀₁₀
	_{CLASS A}		_{CLASS C}		_{CLASS I}		_{CLASS A}		_{CLASS C}			_{CLASS I}
Selected data for a share of beneficial interest outstanding throughout each year is presented below:*
Net asset value, beginning of year ($)		21.86		21.26		22.20		19.51		19.03			19.80
Income (loss) from investment operations:
Net investment income ($)		0.18		0.01		0.24		0.15		0.00	**		0.21
Net realized and unrealized gains (losses) on investments		0.74		0.73		0.75		2.80		2.72			2.82
Total income (loss) from investment operations		0.92		0.74		0.99		2.95		2.72			3.03
Less distributions:
Dividends from net investment income ($)		-0.32		-0.18		-0.37		-0.60		-0.49			-0.63
Distributions from capital gains		-0.21		-0.21		-0.21		—		—			—
Total distributions		-0.53		-0.39		-0.58		-0.60		-0.49			-0.63
Net asset value, end of year ($)		22.25		21.61		22.61		21.86		21.26			22.20
Total return^(a) (%)		4.27		3.48		4.52		15.45		14.55			15.68
Ratios and supplemental data
Net assets, end of year (millions) ($)		5,023		1,027		4,136		4,676		914			3,284
Ratio of operating expenses to average net assets including earnings credits (%)		1.14		1.89		0.89		1.17		1.92			0.92
Ratio of operating expenses to average net assets excluding earnings credits (%)		1.14		1.89		0.89		1.17		1.92			0.92
Ratio of net investment income to average net assets including earnings credits (%)		0.78		0.04		1.06		0.76		0.01			1.03
Ratio of net investment income to average net assets excluding earnings credits (%)		0.78		0.04		1.06		0.76		0.01			1.03
Portfolio turnover rate (%)		12.22		12.22		12.22		15.53		15.53			15.53

* Per share amounts have been calculated using the average shares method.

** Amount represents less than $0.01 per share.

(a) Does not take into account the sales charge of 5.00% for Class A shares and the CDSC (Contingent Deferred Sales Charge) of 1.00% for Class C shares.

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
102

Overseas Fund

	_{YEAR ENDED OCTOBER 31,}
	₂₀₀₉							₂₀₀₈						₂₀₀₇
	_{CLASS A}		_{CLASS C}			_{CLASS I}		_{CLASS A}		_{CLASS C}		_{CLASS I}		_{CLASS A}		_{CLASS C}		_{CLASS I}
Selected data for a share of beneficial interest outstanding throughout each year is presented below:*
Net asset value, beginning of year ($)		17.21		16.93			17.41		28.09		27.66		28.38		26.70		26.33		26.94
Income (loss) from investment operations:
Net investment income ($)		0.26		0.13			0.30		0.35		0.18		0.40		0.41		0.21		0.48
Net realized and unrealized gains (losses) on investments		3.72		3.63			3.78		-7.21		-7.10		-7.28		4.05		4.00		4.10
Total income (loss) from investment operations		3.98		3.76			4.08		-6.86		-6.92		-6.88		4.46		4.21		4.58
Less distributions:
Dividends from net investment income ($)		-0.02		0.00	**		-0.03		-0.87		-0.66		-0.94		-0.87		-0.68		-0.94
Distributions from capital gains		-1.66		-1.66			-1.66		-3.15		-3.15		-3.15		-2.20		-2.20		-2.20
Total distributions		-1.68		-1.66			-1.69		-4.02		-3.81		-4.09		-3.07		-2.88		-3.14
Net asset value, end of year ($)		19.51		19.03			19.80		17.21		16.93		17.41		28.09		27.66		28.38
Total return^(a) (%)		24.95		23.96			25.26		-28.15		-28.67		-27.97		18.20		17.31		18.52
Ratios and supplemental data
Net assets, end of year (millions) ($)		4,024		792			2,211		3,518		737		1,968		5,974		1,203		3,942
Ratio of operating expenses to average net assets including earnings credits (%)		1.20		1.95			0.95		1.15		1.90		0.90		1.12		1.87		0.87
Ratio of operating expenses to average net assets excluding earnings credits (%)		1.20		1.95			0.95		1.15		1.90		0.90		1.12		1.87		0.87
Ratio of net investment income to average net assets including earnings credits (%)		1.51		0.76			1.75		1.57		0.82		1.76		1.54		0.79		1.80
Ratio of net investment income to average net assets excluding earnings credits (%)		1.51		0.76			1.75		1.57		0.82		1.76		1.54		0.78		1.79
Portfolio turnover rate (%)		8.65		8.65			8.65		15.72		15.72		15.72		34.29		34.29		34.29

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
103

Financial Highlights

	_{YEAR ENDED OCTOBER 31,}
	₂₀₁₁						₂₀₁₀
	_{CLASS A}		_{CLASS C}		_{CLASS I}		_{CLASS A}		_{CLASS C}		_{CLASS I}
Selected data for a share of beneficial interest outstanding throughout each year is presented below:*
Net asset value, beginning of year ($)		15.94		15.75		16.12		14.21		14.06		14.37
Income (loss) from investment operations:
Net investment income ($)		0.17		0.04		0.21		0.32		0.21		0.38
Net realized and unrealized gains (losses) on investments		1.34		1.34		1.37		1.60		1.58		1.59
Total income (loss) from investment operations		1.51		1.38		1.58		1.92		1.79		1.97
Less distributions:
Dividends from net investment income ($)		-0.33		-0.22		-0.37		-0.19		-0.10		-0.22
Distributions from capital gains		—		—		—		—		—		—
Total distributions		-0.33		-0.22		-0.37		-0.19		-0.10		-0.22
Net asset value, end of year ($)		17.12		16.91		17.33		15.94		15.75		16.12
Total return^(a) (%)		9.60		8.85		9.92		13.64		12.75		13.84
Ratios and supplemental data
Net assets, end of year (millions) ($)		967		408		538		680		320		328
Ratio of operating expenses to average net assets including earnings credits (%)		1.18		1.93		0.93		1.23		1.98		0.99
Ratio of operating expenses to average net assets excluding earnings credits (%)		1.18		1.93		0.93		1.23		1.98		0.99
Ratio of net investment income to average net assets including earnings credits (%)		0.98		0.24		1.23		2.15		1.41		2.46
Ratio of net investment income to average net assets excluding earnings credits (%)		0.98		0.24		1.23		2.15		1.41		2.46
Portfolio turnover rate (%)		18.54		18.54		18.54		12.23		12.23		12.23

* Per share amounts have been calculated using the average shares method.

(a) Does not take into account the sales charge of 5.00% for Class A shares and the CDSC (Contingent Deferred Sales Charge) of 1.00% for Class C shares.

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
104

U.S. Value Fund

	_{YEAR ENDED OCTOBER 31,}
	₂₀₀₉						₂₀₀₈						₂₀₀₇
	_{CLASS A}		_{CLASS C}		_{CLASS I}		_{CLASS A}		_{CLASS C}		_{CLASS I}		_{CLASS A}		_{CLASS C}		_{CLASS I}
Selected data for a share of beneficial interest outstanding throughout each year is presented below:*
Net asset value, beginning of year ($)		12.75		12.63		12.89		17.01		16.87		17.19		16.19		16.08		16.34
Income (loss) from investment operations:
Net investment income ($)		0.21		0.12		0.24		0.36		0.24		0.40		0.33		0.21		0.38
Net realized and unrealized gains (losses) on investments		1.58		1.56		1.60		-3.65		-3.63		-3.69		1.45		1.44		1.46
Total income (loss) from investment operations		1.79		1.68		1.84		-3.29		-3.39		-3.29		1.78		1.65		1.84
Less distributions:
Dividends from net investment income ($)		-0.22		-0.14		-0.25		-0.31		-0.19		-0.35		-0.30		-0.20		-0.33
Distributions from capital gains		-0.11		-0.11		-0.11		-0.66		-0.66		-0.66		-0.66		-0.66		-0.66
Total distributions		-0.33		-0.25		-0.36		-0.97		-0.85		-1.01		-0.96		-0.86		-0.99
Net asset value, end of year ($)		14.21		14.06		14.37		12.75		12.63		12.89		17.01		16.87		17.19
Total return^(a) (%)		14.52		13.63		14.78		-20.56		-21.17		-20.36		11.47		10.65		11.78
Ratios and supplemental data
Net assets, end of year (millions) ($)		547		263		199		271		167		104		324		233		104
Ratio of operating expenses to average net assets including earnings credits (%)		1.26		2.00		1.01		1.20		1.96		0.95		1.20		1.95		0.95
Ratio of operating expenses to average net assets excluding earnings credits (%)		1.26		2.00		1.01		1.21		1.96		0.96		1.20		1.95		0.96
Ratio of net investment income to average net assets including earnings credits (%)		1.63		0.93		1.90		2.28		1.53		2.53		2.04		1.29		2.32
Ratio of net investment income to average net assets excluding earnings credits (%)		1.63		0.93		1.90		2.28		1.52		2.53		2.04		1.28		2.32
Portfolio turnover rate (%)		14.88		14.88		14.88		21.75		21.75		21.75		32.54		32.54		32.54

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
105

Financial Highlights

	_{YEAR ENDED OCTOBER 31,}
	₂₀₁₁						₂₀₁₀
	_{CLASS A}		_{CLASS C}		_{CLASS I}		_{CLASS A}		_{CLASS C}		_{CLASS I}
Selected data for a share of beneficial interest outstanding throughout each year is presented below:*
Net asset value, beginning of year ($)		33.42		32.44		33.81		25.15		24.52		25.43
Income (loss) from investment operations:
Net investment loss ($)		-0.19		-0.42		-0.10		-0.17		-0.38		-0.11
Net realized and unrealized gains (losses) on investments		2.60		2.53		2.63		8.82		8.58		8.92
Total income (loss) from investment operations		2.41		2.11		2.53		8.65		8.20		8.81
Less distributions:
Dividends from net investment income ($)		-0.73		-0.56		-0.80		-0.38		-0.28		-0.43
Distributions from capital gains		-1.21		-1.21		-1.21		—		—		—
Total distributions		-1.94		-1.77		-2.01		-0.38		-0.28		-0.43
Net asset value, end of year ($)		33.89		32.78		34.33		33.42		32.44		33.81
Total return^(a) (%)		7.38		6.61		7.66		34.73		33.66		35.01
Ratios and supplemental data
Net assets, end of year (millions) ($)		1,834		683		1,003		1,900		616		695
Ratio of operating expenses to average net assets including earnings credits (%)		1.20		1.95		0.95		1.22		1.97		0.97
Ratio of operating expenses to average net assets excluding earnings credits (%)		1.20		1.95		0.95		1.22		1.97		0.97
Ratio of net investment loss to average net assets including earnings credits (%)		-0.56		-1.30		-0.30		-0.60		-1.35		-0.36
Ratio of net investment loss to average net assets excluding earnings credits (%)		-0.56		-1.30		-0.30		-0.60		-1.35		-0.36
Portfolio turnover rate (%)		13.26		13.26		13.26		5.50		5.50		5.50

* Per share amounts have been calculated using the average shares method.

(a) Does not take into account the sales charge of 5.00% for Class A shares and the CDSC (Contingent Deferred Sales Charge) of 1.00% for Class C shares.

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
106

Gold Fund

	_{YEAR ENDED OCTOBER 31,}
	₂₀₀₉						₂₀₀₈						₂₀₀₇
	_{CLASS A}		_{CLASS C}		_{CLASS I}		_{CLASS A}		_{CLASS C}		_{CLASS I}		_{CLASS A}		_{CLASS C}		_{CLASS I}
Selected data for a share of beneficial interest outstanding throughout each year is presented below:*
Net asset value, beginning of year ($)		14.85		14.60		14.98		27.28		26.86		27.48		23.48		23.17		23.62
Income (loss) from investment operations:
Net investment loss ($)		-0.14		-0.30		-0.09		-0.09		-0.27		-0.05		-0.12		-0.28		-0.07
Net realized and unrealized gains (losses) on investments		11.50		11.28		11.60		-10.61		-10.43		-10.66		7.72		7.61		7.78
Total income (loss) from investment operations		11.36		10.98		11.51		-10.70		-10.70		-10.71		7.60		7.33		7.71
Less distributions:
Dividends from net investment income ($)		—		—		—		-0.78		-0.61		-0.84		-0.74		-0.58		-0.79
Distributions from capital gains		-1.06		-1.06		-1.06		-0.95		-0.95		-0.95		-3.06		-3.06		-3.06
Total distributions		-1.06		-1.06		-1.06		-1.73		-1.56		-1.79		-3.80		-3.64		-3.85
Net asset value, end of year ($)		25.15		24.52		25.43		14.85		14.60		14.98		27.28		26.86		27.48
Total return^(a) (%)		78.93		77.62		79.27		-41.56		-41.99		-41.36		37.57		36.55		37.93
Ratios and supplemental data
Net assets, end of year (millions) ($)		1,325		362		165		480		109		71		890		196		166
Ratio of operating expenses to average net assets including earnings credits (%)		1.26		2.01		1.01		1.21		1.96		0.95		1.20		1.95		0.95
Ratio of operating expenses to average net assets excluding earnings credits (%)		1.26		2.01		1.01		1.21		1.96		0.96		1.20		1.95		0.95
Ratio of net investment loss to average net assets including earnings credits (%)		-0.65		-1.40		-0.40		-0.38		-1.13		-0.20		-0.55		-1.30		-0.30
Ratio of net investment loss to average net assets excluding earnings credits (%)		-0.65		-1.40		-0.40		-0.38		-1.14		-0.20		-0.56		-1.31		-0.31
Portfolio turnover rate (%)		3.00		3.00		3.00		8.74		8.74		8.74		16.37		16.37		16.37

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
107

Financial Highlights

	_{YEAR ENDED OCTOBER 31,}
	₂₀₁₁						₂₀₁₀
	_{CLASS A}		_{CLASS C}		_{CLASS Y}		_{CLASS A}		_{CLASS C}		_{CLASS Y}
Selected data for a share of beneficial interest outstanding throughout each year is presented below:*
Net asset value, beginning of year ($)		24.06		21.32		24.47		19.32		17.25		19.66
Income (loss) from investment operations:
Net investment income (loss) ($)		-0.09		-0.25		-0.08		0.13		-0.03		0.14
Net realized and unrealized gains (losses) on investments		1.11		0.98		1.12		4.61		4.10		4.67
Total income (loss) from investment operations		1.02		0.73		1.04		4.74		4.07		4.81
Less distributions:
Dividends from net investment income ($)		-0.17		-0.04		-0.16		—		—		—
Distributions from capital gains		—		—		—		—		—		—
Total distributions		-0.17		-0.04		-0.16		—		—		—
Net asset value, end of year ($)		24.91		22.01		25.35		24.06		21.32		24.47
Total return^(a) (%)		4.22		3.43		4.20		24.53		23.59		24.47
Ratios and supplemental data
Net assets, end of year (millions) ($)		549		194		633		379		122		599
Ratio of operating expenses to average net assets including earnings credits (%)		1.43		2.18		1.43		1.47		2.22		1.47
Ratio of operating expenses to average net assets excluding earnings credits (%)		1.43		2.18		1.43		1.47		2.22		1.47
Ratio of net investment income to average net assets including earnings credits (%)		-0.33		-1.08		-0.31		0.61		-0.14		0.62
Ratio of net investment income to average net assets excluding earnings credits (%)		-0.33		-1.08		-0.31		0.61		-0.14		0.62
Portfolio turnover rate (%)		67.61		67.61		67.61		40.00		40.00		40.00

* Per share amounts have been calculated using the average shares method.

(a) Does not take into account the sales charge of 5.00% for Class A shares and the CDSC (Contingent Deferred Sales Charge) of 1.00% for Class C shares.

(b) Investment income (loss) per share reflects special dividends received in Class A, C and Y which amounts to $0.13, $0.12, and $0.13 per share. Excluding the special dividend, the ratio of net investment income (loss) to average net assets both with and without the effect of earnings credits in Class A, C and Y would have been -0.31%, -1.00%, and -0.22%.

See Notes to Financial Statements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
108

Fund of America

	_{YEAR ENDED OCTOBER 31,}
	₂₀₀₉						₂₀₀₈						₂₀₀₇
	_{CLASS A}		_{CLASS C}		_{CLASS Y}		_{CLASS A}		_{CLASS C}		_{CLASS Y}		_{CLASS A}			_{CLASS C}			_{CLASS Y}
Selected data for a share of beneficial interest outstanding throughout each year is presented below:*
Net asset value, beginning of year ($)		18.92		17.14		19.23		29.79		27.39		30.22		27.92			26.12			28.28
Income (loss) from investment operations:
Net investment income (loss) ($)		-0.06		-0.18		-0.07		-0.06		-0.20		-0.01		0.05	^(b)		-0.13	^(b)		0.07	^(b)
Net realized and unrealized gains (losses) on investments		1.61		1.44		1.65		-7.85		-7.16		-8.03		5.30			4.88			5.35
Total income (loss) from investment operations		1.55		1.26		1.58		-7.91		-7.36		-8.04		5.35			4.75			5.42
Less distributions:
Dividends from net investment income ($)		—		—		—		-0.07		—		-0.06		—			—			—
Distributions from capital gains		-1.15		-1.15		-1.15		-2.89		-2.89		-2.89		-3.48			-3.48			-3.48
Total distributions		-1.15		-1.15		-1.15		-2.96		-2.89		-2.95		-3.48			-3.48			-3.48
Net asset value, end of year ($)		19.32		17.25		19.66		18.92		17.14		19.23		29.79			27.39			30.22
Total return^(a) (%)		9.13		8.34		9.14		-29.20		-29.74		-29.23		21.28			20.34			21.25
Ratios and supplemental data
Net assets, end of year (millions) ($)		276		90		503		127		61		501		82			65			756
Ratio of operating expenses to average net assets including earnings credits (%)		1.50		2.25		1.50		1.41		2.16		1.41		1.40			2.15			1.40
Ratio of operating expenses to average net assets excluding earnings credits (%)		1.50		2.25		1.50		1.42		2.17		1.42		1.41			2.16			1.41
Ratio of net investment income to average net assets including earnings credits (%)		-0.34		-1.10		-0.37		-0.23		-0.87		-0.06		0.18	^(b)		-0.51	^(b)		0.26	^(b)
Ratio of net investment income to average net assets excluding earnings credits (%)		-0.34		-1.10		-0.37		-0.24		-0.88		-0.07		0.17	^(b)		-0.52	^(b)		0.25	^(b)
Portfolio turnover rate (%)		40.41		40.41		40.41		63.97		63.97		63.97		50.26			50.26			50.26

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
109

Notes to Financial Statements

Note 1 — Significant Accounting Policies

First Eagle Funds (the "Trust"), is an open-end management investment company registered under the Investment Company Act of 1940, as amended ("1940 Act"). The Trust consists of five separate portfolios, First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, First Eagle Gold Fund and First Eagle Fund of America (each individually a "Fund" or collectively the "Funds"). All the Funds are diversified mutual funds except for First Eagle Gold Fund and First Eagle Fund of America, which are non-diversified. The Trust is a Delaware statutory trust. The First Eagle 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. The First Eagle Overseas Fund seeks long-term growth of capital by investing primarily in equities issued by non-U.S. corporations. The First Eagle U.S. Value Fund seeks long-term growth of capital by investing, under normal market conditions, primarily in equity and debt securities issued by U.S. corporations. The First Eagle Gold Fund seeks to provide exposure to the investment characteristics of gold and, to a limited extent, other precious metals. The First Eagle Fund of America seeks capital appreciation by investing primarily in U.S. stocks and, to a lesser extent, in debt and international equity securities.

The following is a summary of significant accounting policies adhered to by the Funds and are in conformity with U.S. generally accepted accounting principles ("GAAP").

a) Investment in Subsidiary — The First Eagle Gold Fund (the "Gold Fund") may invest in certain precious metals through its investment in the First Eagle Gold Cayman Fund, Ltd., a wholly owned subsidiary (the "Subsidiary"). The Gold Fund may invest up to 25% of its total assets in shares of the Subsidiary. The Subsidiary has the ability to invest in commodities and securities consistent with the investment objective of the Gold Fund.

The Subsidiary, established on May 28, 2010, is an exempted company under the laws of the Cayman Islands. The consolidated financial statements include the accounts of the Gold Fund and the Subsidiary. All intercompany transactions and balances have been eliminated. As of October 31, 2011, the Subsidiary has $65,807,067 in net assets, representing 1.87% of the Gold Fund's net assets.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
110

(continued)

b) Investment valuation — Each Fund computes its net asset value once daily as of the close of trading on each day the New York Stock Exchange ("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.

A portfolio security (including an option), 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 investment will be valued at the mean between the closing bid and asked prices (and if there is only a bid or only an asked price on such date, valuation will be at such bid or asked price for long or short positions, respectively). 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 (and if there is only a bid or only an asked price on such date, valuation will be at such bid or asked price for long or short positions, respectively), except if such unlisted security traded on the NASDAQ, in which case it is valued at its last sale price (or, if available, the NASDAQ Official Closing Price).

Commodities (such as physical metals) are valued at the spot price at the time trading on the New York Stock Exchange closes (normally 4:00 p.m. E.S.T.).

Forward contracts are valued at the current cost of covering or offsetting such contracts.

All bonds, whether listed on an exchange or traded in the over-the-counter market (and except for short-term investments as described in the next sentence), 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. Broker-Dealers or pricing services use multiple valuation techniques to determine value. In instances where sufficient market activity exists, dealers or pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value. In instances where sufficient market activity may not exist or is limited, the dealers or pricing services also utilize proprietary valuation models which may consider market transactions

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
111

Notes to Financial Statements

in comparable securities and the various relationships between securities in determining value and/or market characteristics such as benchmark yield curves, option-adjusted spreads, credit spreads, estimated default rates, coupon-rates, anticipated timing of principal repayments, underlying collateral, and other unique security features in order to estimate the relevant cash flows, which are then discounted to calculate the fair values. Short-term investments maturing in sixty days or less are valued at cost plus interest earned (or discount amortized, as the case may be), which is deemed to approximate value.

The 2:00 p.m. E.S.T. exchange rates typically are used to convert foreign security prices into U.S. dollars. Any security that is listed or traded on more than one exchange (or traded in multiple markets) is valued at the relevant quotation on the exchange or market deemed to be the primary trading venue for that security. In the absence of such a quotation, a quotation from the exchange or market deemed by the Adviser to be the secondary trading venue for the particular security shall be used. The Funds use pricing services to identify the market prices of publicly traded securities in their portfolios. When market prices are determined to be "stale" as a result of limited market activity for a particular holding, or in other circumstances when market prices are unavailable, such as for private placements, or determined to be unreliable for a particular holding, such holdings may be "fair valued" in accordance with procedures approved by the Board of Trustees ("Board"). Additionally, with respect to foreign holdings, specifically in circumstances leading the Adviser to believe that significant events occurring after the close of a foreign market have materially affected the value of a Fund's holdings in that market, such holdings may be fair valued to reflect the events in accordance with procedures approved by the Board. The determination of whether a particular foreign investment should be fair valued will be based on review of a number of factors, including developments in foreign markets, the performance of U.S. securities markets and security-specific events. The values assigned to a Fund's holdings therefore may differ on occasion from reported market values.

Certain Funds with non-U.S. holdings have adopted procedures under which movements in the prices for U.S. securities (beyond specified thresholds) occurring after the close of a foreign market may require fair valuation of

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
112

(continued)

securities traded in that foreign market. The values assigned to a Fund's foreign holdings therefore may differ on occasion from reported market values. The Trust and the Adviser believe relying on the procedures as just described will result in prices that are more reflective of the actual market value of portfolio securities held by the Funds as of 4:00 p.m. E.S.T.

The Funds adopted provisions surrounding fair value measurements and disclosures that define fair value, establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This applies to fair value measurements that are already required or permitted by other accounting standards and is intended to increase consistency of those measurements and applies broadly to securities and other types of assets and liabilities.

The Funds disclose the fair value of their investments in a hierarchy that prioritizes the inputs or assumptions to valuation techniques used to measure fair value. These inputs are used in determining the value of the Funds' investments and are summarized in the following fair value hierarchy:

Level 1 — Quoted prices in active markets for identical securities.

Level 2 — Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.).

Level 3 — Other significant unobservable inputs (including Fund's own assumption in determining the fair value of investments).

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
113

Notes to Financial Statements

The following is a summary of the Funds' inputs used to value the Funds' investments as of October 31, 2011:

First Eagle Global Fund
_DESCRIPTION	_{LEVEL 1}		_{LEVEL 2}^_(a)			_{LEVEL 3}^_(b)		_TOTAL
Assets: †
U.S. Common Stocks	$	10,676,543,650	$	3,864,238		$	—	$	10,680,407,888
International Common Stocks		1,894,053,158		11,220,453,024	^(c)		11,064,479		13,125,570,661
U.S. Preferred Stocks		—		16,624,375			—		16,624,375
International Preferred Stocks		—		323,100,978	^(c)		—		323,100,978
Warrant		60,972,439		—			—		60,972,439
Commodity*		1,806,763,515		—			—		1,806,763,515
U.S. Corporate Bonds		—		53,907,300			—		53,907,300
International Corporate Notes and Bonds		—		60,839,841			33,466,782		94,306,623
International Government Bonds		—		706,429,385			—		706,429,385
International Commercial Paper		—		1,992,014,114			—		1,992,014,114
U.S. Commercial Paper		—		2,069,135,192			—		2,069,135,192
Foreign Currency Contracts**		—		19,606,747			—		19,606,747
Total	$	14,438,332,762	$	16,465,975,194		$	44,531,261	$	30,948,839,217
Liabilities:
Covered Call Options Written	$	2,368,750	$	—		$	—	$	2,368,750
Foreign Currency Contracts**		—		19,153,966			—		19,153,966
Total	$	2,368,750	$	19,153,966		$	—	$	21,522,716

^(a) Transfer into/out of Level 2 represent value as of the beginning of the period.

International common stocks and International preferred stocks valued at $9,670,118,632 and $263,450,486, respectively, were transferred from Level 1 to Level 2 as of October 31, 2011. At October 31, 2010, these securities were valued using quoted market prices in active markets; at October 31, 2011, these securities were valued based on fair value adjustment factors. Fair value factors may be applied during the year with respect to foreign holdings, specifically in circumstances leading the Adviser to believe that significant events occurred after the close of foreign markets. There were no transfers from Level 2 to Level 1 as of October 31, 2011.

^(b) Level 3 securities are identified in the Schedule of Investments with footnote (g).

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
114

(continued)

First Eagle Global Fund — (continued)

^(c) Amounts of $11,178,604,505 and $323,100,978 represent securities identified as Level 2 which are fair valued based on fair value adjustment factors in international common stocks and international preferred stocks, respectively. Refer to the Schedule of Investments footnote (e). Other amounts noted as Level 2 represent broker-dealers or pricing services use of multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the broker-dealer or pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value.

^† See Schedule of Investments for additional detailed categorizations.

* Represents gold bullion.

** Foreign currency contracts are valued at net unrealized appreciation (depreciation) on the investment.

Fair Value Level 3 activity for the year ended October 31, 2011 was as follows:

			_{INTERNATIONAL}			_{INTERNATIONAL}
	_{INTERNATIONAL}		_PREFERRED			_CORPORATE
	_{COMMON STOCKS}		_STOCKS			_BONDS			_{TOTAL VALUE}
Beginning Balance — market value	$	5,478,123	$	26,991,080		$	29,212,067		$	61,681,270
Purchases (Sales)		—		—			—	#		—
Transfer In — Level 3^		—		—			—			—
Transfer Out — Level 3^		—		(26,991,080	)		—			(26,991,080	)
Accrued Amortization		—		—			—			—
Realized Gains (Losses)		—		—			(16,339,337	)		(16,339,337	)
Change in Unrealized Appreciation (Depreciation)		5,586,356		—			20,594,052			26,180,408
Ending Balance — market value	$	11,064,479	$	—		$	33,466,782		$	44,531,261
Change in unrealized gains or (losses) relating to assets still held at reporting date	$	5,586,356	$	—		$	4,254,715		$	9,841,071

^ Transfers into/out of Level 3 represents values as of the beginning of the period.

International Preferred Stocks valued at $26,991,080 were transferred from Level 3 to Level 2 during the year ended October 31, 2011. At October 31, 2010, these securities were valued based on the fair value procedures approved by the Board of Trustees; at October 31, 2011, these securities were no longer fair valued but were thinly traded in the active markets.

# Security was matured and written off, as such there was no sale amount associated with the realized gains (losses) balance.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
115

Notes to Financial Statements

First Eagle Overseas Fund
_DESCRIPTION	_{LEVEL 1}		_{LEVEL 2}^_(a)			_{LEVEL 3}^_(b)		_TOTAL
Assets: †
International Common Stocks	$	861,445,220	$	6,615,465,558	^(c)	$	49,904,715	$	7,526,815,493
U.S. Common Stocks		46,238,541		—			—		46,238,541
International Preferred Stocks		—		199,154,571	^(c)		—		199,154,571
Commodity*		758,946,085		—			—		758,946,085
Term Loans		—		13,848,599			633,621		14,482,220
International Corporate Bonds		—		30,211,890			22,311,188		52,523,078
International Government Bonds		—		381,749,245			—		381,749,245
International Commercial Paper		—		937,373,244			—		937,373,244
U.S. Commercial Paper		—		185,609,739			—		185,609,739
Foreign Currency Contracts**		—		10,645,291			—		10,645,291
Total	$	1,666,629,846	$	8,374,058,137		$	72,849,524	$	10,113,537,507
Liabilities:
Foreign Currency Contracts**	$	—	$	11,393,045		$	—	$	11,393,045
Total	$	—	$	11,393,045		$	—	$	11,393,045

^(a) Transfer into/out of Level 2 represent value as of the beginning of the period.

International common stocks and International preferred stocks valued at $5,449,671,146 and $161,896,587, respectively, were transferred from Level 1 to Level 2 as of October 31, 2011. At October 31, 2010, these securities were valued using quoted market prices in active markets; at October 31, 2011, these securities were valued based on fair value adjustment factors. Fair value factors may be applied during the year with respect to foreign holdings, specifically in circumstances leading the Adviser to believe that significant events occurred after the close of foreign markets. There were no transfers from Level 2 to Level 1 as of October 31, 2011.

^(b) Level 3 securities are identified in the Schedule of Investments with footnote (f).

^(c) Amounts of $6,603,328,283 and $199,154,571 represent securities identified as Level 2 which are fair valued based on fair value adjustment factors in international common stocks and international preferred stocks, respectively. Refer to the Schedule of Investments footnote (a). Other amounts noted as Level 2 represent broker-dealers or pricing services use of multiple valuation techniques to determine fair value. In instances where sufficient market activity exists, the broker-dealer or pricing services may utilize a market-based approach through which quotes from market makers are used to determine fair value.

^† See Schedule of Investments for additional detailed categorizations.

* Represents gold bullion.

** Foreign currency contracts are valued at net unrealized appreciation (depreciation) on the investment.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
116

(continued)

Fair Value Level 3 activity for the year ended October 31, 2011 was as follows:

First Eagle Overseas Fund — (continued)
			_{INTERNATIONAL}			_{INTERNATIONAL}
	_{INTERNATIONAL}		_PREFERRED			_CORPORATE
	_{COMMON STOCKS}		_STOCKS			_BONDS			_{TERM LOAN}			_{TOTAL VALUE}
Beginning Balance — market value	$	39,030,672	$	8,074,858		$	19,474,711		$	—		$	66,580,241
Purchases (Sales)		—		—			—	#		645,313			645,313
Transfer In — Level 3^		—		—			—			—			—
Transfer Out — Level 3^		—		(8,074,858	)		—			—			(8,074,858	)
Accrued Amortization		—		—			—			(828	)		(828	)
Realized Gains (Losses)		—		—			(27,682,258	)		—			(27,682,258	)
Change in Unrealized Appreciation (Depreciation)		10,874,043		—			30,518,735			(10,864	)		41,381,914
Ending Balance — market value	$	49,904,715	$	—		$	22,311,188		$	633,621		$	72,849,524
Change in unrealized gains or (losses) relating to assets still held at reporting date	$	10,874,043	$	—		$	2,836,477		$	(10,864	)	$	13,699,656

^ Transfers into/out of Level 3 represent values as of the beginning of the period.

International Preferred Stocks valued at $8,074,858 were transferred from Level 3 to Level 2 during the year ended October 31, 2011. At October 31, 2010 these securities were valued based on the fair value procedures approved by the Board of Trustees; at October 31, 2011, these securities were no longer fair valued but were thinly traded in the active markets.

# Security was matured and written off, as such there was no sale amount associated with the realized gains (losses) balance.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
117

Notes to Financial Statements

First Eagle U.S. Value Fund
_DESCRIPTION	_{LEVEL 1}		_{LEVEL 2}		_{LEVEL 3}^_(a)		_TOTAL
Assets: †
U.S. Common Stocks	$	1,321,866,687	$	2,508	$	—	$	1,321,869,195
International Common Stocks		81,058,169		—		—		81,058,169
U.S. Preferred Stocks		—		4,371,962		3,555,661		7,927,623
Exchange Traded Fund		8,908,914		—		—		8,908,914
Warrant		6,946,580		—		—		6,946,580
Commodity*		89,914,608		—		—		89,914,608
International Corporate Bond		—		5,850,000		—		5,850,000
U.S. Corporate Bonds		—		61,745,030		—		61,745,030
U.S. Treasury Bills		—		64,996,289		—		64,996,289
International Commercial Paper		—		24,386,748		—		24,386,748
U.S. Commercial Paper		—		210,128,079		—		210,128,079
Total	$	1,508,694,958	$	371,480,616	$	3,555,661	$	1,883,731,235
Liabilities:
Covered Call Options Written	$	328,750	$	—	$	—	$	328,750
Total	$	328,750	$	—	$	—	$	328,750

^(a) Level 3 securities are identified in the Schedule of Investments with footnote (e).

^† See Schedule of Investments for additional detailed categorizations.

* Represents gold bullion.

For the year ended October 31, 2011, there was no security transfer activity from Level 1 to Level 2 and no security transfer activity from Level 2 to Level 1.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
118

(continued)

Fair Value Level 3 activity for the year ended October 31, 2011 was as follows:

First Eagle U.S. Value Fund — (continued)
	_{U.S. PREFERED STOCKS}
Beginning Balance — market value	$	3,901,937
Purchases (Sales)		—
Transfer In — Level 3		—
Transfer Out — Level 3		—
Accrued Amortization		—
Realized Gains (Losses)		—
Change in Unrealized Appreciation (Depreciation)		(346,276	)
Ending Balance — market value	$	3,555,661
Change in unrealized gains or (losses) relating to assets still held at reporting date	$	(346,276	)
First Eagle Gold Fund

_DESCRIPTION	_{LEVEL 1}		_{LEVEL 2}		_{LEVEL 3}^_(a)		_TOTAL
Assets: †
International Common Stocks	$	2,395,489,496	$	—	$	—	$	2,395,489,496
U.S. Common Stocks		283,033,919		—		—		283,033,919
International Preferred Stock		6,151,200		—		—		6,151,200
Investment Company		—		559,329		—		559,329
Warrant		261,259		—		—		261,259
Commodity*		587,135,293		—		—		587,135,293
International Convertible Bonds		—		2,110,129		30,000,000		32,110,129
International Commercial Paper		—		84,783,588		—		84,783,588
U.S. Commercial Paper		—		97,857,176		—		97,857,176
Total	$	3,272,071,167	$	185,310,222	$	30,000,000	$	3,487,381,389

^(a) Level 3 securities are identified in the Schedule of Investments with footnote (e).

^† See Consolidated Schedule of Investments for additional detailed categorizations.

* Represents gold bullion.

For the year ended October 31, 2011, there was no security transfer activity from Level 1 to Level 2 and no security transfer activity from Level 2 to Level 1.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
119

Notes to Financial Statements

Fair Value Level 3 activity for the year ended October 31, 2011 was as follows:

First Eagle Gold Fund — (continued)
	_{INTERNATIONAL}
	_{COVERTIBLE BONDS}
Beginning Balance — market value	$	—
Purchases (Sales)		30,000,000
Transfer In — Level 3		—
Transfer Out — Level 3		—
Accrued Amortization		—
Realized Gains (Losses)		—
Change in Unrealized Appreciation (Depreciation)		—
Ending Balance — market value	$	30,000,000
Change in unrealized gains or (losses) relating to assets still held at reporting date	$	—
First Eagle Fund of America

_DESCRIPTION	_{LEVEL 1}		_{LEVEL 2}		_{LEVEL 3}		_TOTAL
Assets: †
U.S. Common Stocks	$	930,499,388	$	—	$	—	$	930,499,388
International Common Stocks		118,741,726		—		—		118,741,726
Exchange Traded Fund		13,166,311		—		—		13,166,311
Repurchase Agreement		—		303,465,732		—		303,465,732
U.S. Convertible Bond		—		4,657,838		—		4,657,838
Call Option Purchased		1,161,585		—		—		1,161,585
Total	$	1,063,569,010	$	308,123,570	$	—	$	1,371,692,580
Liabilities:
Covered Call Options Written	$	30,507,624	$	—	$	—	$	30,507,624
Total	$	30,507,624	$	—	$	—	$	30,507,624

^† See Schedule of Investments for additional detailed categorizations.

For the year ended October 31, 2011, there was no security transfer activity from Level 1 to Level 2 and no security transfer activity from Level 2 to Level 1.

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(continued)

c) Investment transactions and income — Investment transactions are accounted for on a trade date basis. The specific identification method is used in determining realized gains and losses from investment transactions. Dividend income is recorded on the ex-dividend date. Interest income is recorded daily on the accrual basis. In computing investment income, each Fund accretes discounts and amortizes premiums on debt obligations using the interest method. Investment income is allocated to each Fund's share class in proportion to its relative net assets. Payments received from certain investments held by the Funds may be comprised of dividends, capital gains and return of capital. The Funds originally estimate the expected classification of such payments. The amounts may subsequently be reclassified upon receipt of information from the issuer.

d) Expenses — Expenses arising in connection with a Fund are charged directly to that Fund. Expenses common to all Funds are generally allocated to each Fund in proportion to its relative net assets. Certain expenses are shared with the First Eagle Variable Funds, an affiliated fund group. Such costs are generally allocated using the ratio of the Fund's average daily net assets relative to the total average daily net assets of the First Eagle Variable Funds. Earnings credits may reduce shareholder servicing agent fees by the amount of interest earned on balances with such service provider.

e) Foreign currency translation — The books and records of the Funds are maintained in U.S. dollars. The market values of securities which are not traded in U.S. currency are recorded in the financial statements after translation to U.S. dollars based on the applicable exchange rates at the end of the period. The costs of such securities are translated at exchange rates prevailing when acquired. Related dividends, interest and withholding taxes are accrued at the rates of exchange prevailing on the respective dates of such transactions.

The net assets of each of the Funds are presented at the foreign exchange rates and market values at the close of the period. The Funds do not isolate that portion of gains and losses on investments which is due to changes in foreign exchange rates from that which is due to changes in market prices of the securities. However, for federal income tax purposes each Fund does isolate the effect of changes in foreign exchange rates from the changes in market prices for realized gains and losses on debt obligations.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
121

Notes to Financial Statements

f) Forward currency contracts — In connection with portfolio purchases and sales of securities denominated in foreign currencies, each Fund may enter into forward currency contracts. The First Eagle Global and Overseas Funds enter into foreign exchange contracts primarily to manage and/or gain exposure to certain foreign currencies. The Funds' currency transactions include portfolio hedging on portfolio positions. Portfolio hedging is the use of a forward contract (or other cash management position) with respect to one or more portfolio security positions denominated or quoted in a particular currency. Currency exchange transactions involve currencies of different countries that the Fund invest in and serves as hedges against possible variations in the exchange rates between these currencies and the U.S. dollar. Each 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. Hedging can reduce exposure to currency exchange movements, but cannot eliminate that exposure. It is possible to lose money under a hedge.

Funds' investing in foreign exchange contracts are exposed to risk if the value of the currency changes unfavorably, if the counterparties to the contracts are unable to meet the terms of their contracts or if the Fund is unable to enter into a closing position. Forward currency contracts outstanding at period end, if any, are listed after the Fund's portfolio. Outstanding contracts at period-end are indicative of the volume of activity during the period.

The Funds adopted provisions surrounding disclosures and derivative instruments and hedging activities which require qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about currency-risk-related contingent features in derivative agreements.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
122

(continued)

At October 31, 2011, the Funds had the following foreign forward currency contracts grouped into appropriate risk categories illustrated below:

First Eagle Global Fund
					_{GAIN OR (LOSS) ON}_{DERIVATIVES RECOGNIZED}_{IN INCOME}
_{RISK TYPE}	_{ASSET DERIVATIVE}_{FAIR VALUE}^₁		_{LIABILITY DERIVATIVE}_{FAIR VALUE}^₂		_REALIZED_LOSS^₃			_{CHANGE IN}_APPRECIATION^₄
Foreign Currency	$	19,606,747	$	19,153,966	$	(241,559,342	)	$	184,970,176
First Eagle Overseas Fund
					_{GAIN OR (LOSS) ON}_{DERIVATIVES RECOGNIZED}_{IN INCOME}
_{RISK TYPE}	_{ASSET DERIVATIVE}_{FAIR VALUE}^₁		_{LIABILITY DERIVATIVE}_{FAIR VALUE}^₂		_REALIZED_LOSS^₃			_{CHANGE IN}_APPRECIATION^₄
Foreign Currency	$	10,645,291	$	11,393,045	$	(133,807,257	)	$	101,101,126

g) Options — In order to produce incremental earnings or protect against declines in the value of portfolio securities, First Eagle Global Fund, First Eagle U.S. Value Fund and First Eagle Fund of America write covered call options on portfolio securities. The Fund may also use options for speculative purposes, although it generally does not employ options for this purpose.

Options contracts are valued daily based upon the last sale price on the principal exchange on which the option is traded and unrealized appreciation/depreciation is recorded. If there is no sale on such day, the mean between the last bid and asked prices is used. When an option is exercised, the proceeds on the sale of a written call option is adjusted by the amount of premium received or paid. When a written option expires, the Fund will realize a gain equal to the amount of the premium received. When the Fund enters into a closing purchase transaction, the Fund will realize a gain (or loss, if the cost of the closing purchase transaction exceeds the premium

¹Statements of Assets and Liabilities location: Receivable for forward currency contracts held, at value.

²Statements of Assets and Liabilities location: Payable for forward currency contracts held, at value.

³Statements of Operations location: Net realized gains (losses) from: foreign currency and forward contract related transactions.

⁴Statements of Operations location: Changes in unrealized appreciation (depreciation) of: foreign currency and forward contract related translation.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
123

Notes to Financial Statements

received when the option was written) without regard to any unrealized gain or loss on the underlying security and the liability related to such option is eliminated.

The Fund will earmark assets to cover its obligations under option contracts. A call option is covered if the Fund holds, on a share-for-share basis, either the underlying shares or a call on the same security as the call written where the exercise price of the call held is equal to or less than the exercise price of the call written (or greater than the exercise price of the call written if the difference is maintained by the Fund in cash, Treasury bills or other high grade short-term obligations in a segregated account with its custodian). One reason for writing options is to attempt to realize, through the receipt of premiums, a greater return than would be realized on the securities alone. Another reason for writing options is to hedge against a moderate decline in the value of securities owned by a Fund in the case of a call option. If an increase occurs in the underlying security or stock index sufficient to result in the exercise of a call written by the Fund, it may be required to deliver securities or cash and may thereby forego some or all of the gain that otherwise may have been realized on the securities underlying the call option. This "opportunity cost" may be partially or wholly offset by the premium received for the covered call written by the Fund. The risk in writing a covered call option is that the Fund gives up the opportunity for profit if the market price of the underlying security increases and the option is exercised. The Fund also has the additional risk of not being able to enter into a closing transaction if a liquid secondary market does not exist.

The Fund may also write over-the-counter options where the completion of the obligation is dependent upon the credit standing of the counterparty.

For the year ended October 31, 2011, First Eagle Global Fund, First Eagle U.S. Value Fund and First Eagle Fund of America had the following options transactions.

First Eagle Global Fund
_{WRITTEN OPTIONS}	_NUMBER_{OF CONTRACTS}			_PREMIUMS_RECEIVED
Options outstanding at October 31, 2010		—		$	—
Options written		32,087			5,702,313
Options assigned		—			—
Options expired/closed		(14,537	)		(3,671,979	)
Options outstanding at October 31, 2011		17,550		$	2,030,334

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
124

(continued)

As of October 31, 2011, portfolio securities valued at $157,680,450 were segregated to cover collateral requirements for written options.

First Eagle U.S. Value Fund
_{WRITTEN OPTIONS}	_NUMBER_{OF CONTRACTS}			_PREMIUMS_RECEIVED
Options outstanding at October 31, 2010		—		$	—
Options written		9,680			1,018,602
Options assigned		(1,030	)		(39,042	)
Options expired/closed		(5,490	)		(638,251	)
Options outstanding at October 31, 2011		3,160		$	341,309

As of October 31, 2011, portfolio securities valued at $18,474,190 were segregated to cover collateral requirements for written options.

Outstanding contracts for First Eagle Global Fund and First Eagle U.S. Value Fund at period-end are indicative of the volume of activity, which commenced during the year.

First Eagle Fund of America
_{WRITTEN OPTIONS}	_NUMBER_{OF CONTRACTS}			_PREMIUMS_RECEIVED
Options outstanding at October 31, 2010		99,493		$	19,064,884
Options written		731,606			172,544,151
Options assigned		(74,689	)		(17,822,480	)
Options expired/closed		(664,305	)		(152,891,878	)
Options outstanding at October 31, 2011		92,105		$	20,894,677
_{PURCHASED OPTIONS}	_NUMBER_{OF CONTRACTS}			_COST
Options outstanding at October 31, 2010		—		$	—
Options purchased		5,668			1,806,590
Options closed		(2,869	)		(692,778	)
Options outstanding at October 31, 2011		2,799		$	1,113,812

As of October 31, 2011, portfolio securities valued at $362,568,151 were segregated to cover collateral requirements for written options.

Outstanding contracts at period-end are indicative of the volume of activity during the period.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
125

Notes to Financial Statements

At October 31, 2011, the Funds had the following options grouped into appropriate risk categories illustrated below:

First Eagle Global Fund
			_{GAIN OR (LOSS) ON}_{DERIVATIVES RECOGNIZED}_{IN INCOME}
_{RISK TYPE}	_{LIABILITY DERIVATIVE}_{FAIR VALUE}^₂		_{REALIZED GAIN}^₃		_{CHANGE IN}_DEPRECIATION^₄
Equity — Covered call option written	$	2,368,750	$	2,251,712	$	(338,416	)
First Eagle U.S. Value Fund
			_{GAIN OR (LOSS) ON}_{DERIVATIVES RECOGNIZED}_{IN INCOME}
_{RISK TYPE}	_{LIABILITY DERIVATIVE}_{FAIR VALUE}^₂		_{REALIZED GAIN}^₃		_{CHANGE IN}_APPRECIATION^₄
Equity — Covered call option written	$	328,750	$	487,516	$	12,559
First Eagle Fund of America

					_{GAIN OR (LOSS) ON}_{DERIVATIVES RECOGNIZED}_{IN INCOME}
_{RISK TYPE}	_{ASSET DERIVATIVE}_{FAIR VALUE}^₁		_{LIABILITY DERIVATIVE}_{FAIR VALUE}^₂		_REALIZED_{GAIN (LOSS)}^₃		_{CHANGE IN}_APPRECIATION^₄
Equity — Covered call option written	$	—	$	30,507,624	$	31,543	$	1,736,021
Equity — Call option purchased		1,161,585		—		—		47,773

h) Repurchase agreements — The Funds may enter into repurchase agreement transactions with institutions that meet the adviser's credit guidelines. Each repurchase agreement is valued at amortized cost. The Funds require that the collateral received in a repurchase agreement transaction be transferred to a custodian in a manner sufficient to enable the Funds to obtain collateral in the event of a counterparty default. If the counterparty defaults and the fair value of the collateral declines, realization of the collateral by the Funds may be delayed or limited.

¹Statements of Assets and Liabilities location: Investments, at value, Unaffiliated issuers.

²Statements of Assets and Liabilities location: Option contracts written, at value.

³Statements of Operations location: Net realized gains (losses) from: Written options & Investment transactions of unaffiliated issuers.

⁴Statements of Operations location: Changes in unrealized appreciation (depreciation) of: Written options and Investment transactions.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
126

(continued)

i) Treasury Inflation-Protected Securities — The Funds invest in Treasury Inflation-Protected Securities ("TIPS") which are specially structured bonds in which the principal amount is adjusted to keep pace with inflation. The inflation (deflation) adjustment is applied to the principal of each bond on a monthly basis and is accounted for as interest income on the Statements of Operations. TIPS are subject to interest rate risk.

j) Restricted Securities — The Funds may invest in securities that are subject to legal or contractual restrictions on resale. These securities generally may be resold in transactions exempt from registration or to the public if the securities are registered. Disposal of these securities may involve time-consuming negotiations and expenses, and prompt sale at an acceptable price may be difficult. Information regarding restricted securities, if any, is included at the end of each Fund's Schedule of Investments.

k) United States income taxes — No provision has been made for U.S. federal income taxes since it is the intention of each Fund to distribute to shareholders all taxable net investment income and net realized gains on investments, if any, within the allowable time limit, and to comply with the provisions of the Code for a Regulated Investment Company. The Funds declare and pay such income, dividends and capital gains distributions on an annual basis.

The Funds adopted provisions surrounding income taxes, which require the tax effects of certain tax positions to be recognized. These tax positions must meet a "more likely than not" standard that based on their technical merits, have a more than 50% likelihood of being sustained upon examination. Management of the Trust has analyzed the Funds' tax positions taken on federal and state income tax returns for all open tax years (the current and the prior three tax years) and has concluded that no provision for income tax is required in the Funds' financial statements.

At October 31, 2011, the components of accumulated earnings on a tax basis were as follows:

	_{UNDISTRIBUTED}_{NET INVESTMENT}_INCOME		_{UNDISTRIBUTED}_{NET REALIZED}_GAINS		_NET_UNREALIZED_{(DEPRECIATION)}		_{CAPITAL LOSS}_CARRYFORWARD
First Eagle Global Fund	$	286,976,174	$	411,966,907	$	4,124,752,827	$	—
First Eagle Overseas Fund		149,657,582		291,926,132		1,558,985,560		—
First Eagle U.S. Value Fund		16,430,282		47,941,486		216,825,730		—
First Eagle Gold Fund		38,645,397		93,877,822		1,171,503,647		—
First Eagle Fund of America		23,769,208		76,856,126		70,893,671		—

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
127

Notes to Financial Statements

The differences between the components of distributable earnings on a tax basis and the amounts reflected in the Statements of Changes in Net Assets are primarily due to the treatment of passive foreign investment companies, distributions from real estate investment trusts, investments in partnerships and trusts, the treatment of foreign currency contracts and wash sales.

As of October 31, 2011, the First Eagle Funds had no estimated capital loss carryforwards for federal income tax purposes.

l) Reclassification of capital accounts — As a result of certain differences in the computation of net investment income and net realized capital gains under federal income tax rules and regulations versus generally accepted accounting principles, a reclassification has been made on the Statements of Assets and Liabilities to increase (decrease) undistributed net investment income, undistributed net realized gains on investments and capital surplus for the Funds as follows:

	_{UNDISTRIBUTED NET}_{INVESTMENT INCOME}_(LOSS)		_{UNDISTRIBUTED NET}_{REALIZED GAINS}_(LOSSES)			_{CAPITAL SURPLUS}
First Eagle Global Fund	$	47,330,447	$	(56,000,323	)	$	8,669,876
First Eagle Overseas Fund		27,057,286		(45,986,586	)		18,929,300
First Eagle U.S. Value Fund		6,888,934		(11,163,518	)		4,274,584
First Eagle Gold Fund		70,700,037		(72,703,389	)		2,003,352
First Eagle Fund of America		4,642,197		(4,854,748	)		212,551

The primary permanent differences causing such reclassification include the tax treatment of currency gains and losses, dividend redesignations, distributions paid in connection with the redemption of Fund shares, investments in passive foreign investment companies, distributions from real estate investment trusts, investments in partnerships and the disallowance of net operating losses.

m) Distributions to shareholders — Distributions to shareholders during the fiscal year ended October 31, 2011, which are determined in accordance with income tax regulations, are recorded on ex-dividend date.

	_{ORDINARY INCOME}				_{LONG TERM CAPITAL GAINS}
	₂₀₁₁		₂₀₁₀		₂₀₁₁		₂₀₁₀
First Eagle Global Fund	$	327,805,269	$	263,668,715	$	—	$	—
First Eagle Overseas Fund		133,336,040		216,859,540		85,999,173		—
First Eagle U.S. Value Fund		26,901,364		12,551,874		—		—
First Eagle Gold Fund		68,941,144		27,559,932		117,254,076		—
First Eagle Fund of America		6,981,959		—		—		—

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
128

(continued)

n) Class Accounting — Investment income, common expenses and realized/unrealized gain or loss on investments are allocated to the various classes of the Fund on the basis of daily net assets of each class. Fees relating to a specific class are charged directly to that class.

o) Use of estimates — The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

p) Redemption Fee — A redemption fee of 2% will be applied to the First Eagle Global Fund, First Eagle Overseas Fund and First Eagle Gold Fund for the sale or exchange within 60 days of the purchase of such shares.

q) Foreign Taxes — The Funds may be subject to foreign taxes on income, gains on investments or currency purchases/repatriation, a portion of which may be recoverable. The Funds will accrue such taxes and recoveries as applicable, based upon their current interpretation of tax rules and regulations that exist in the markets in which they invest.

Note 2 — Investment Advisory, Custody and Administration Agreements; Transactions with Related Persons

First Eagle Investment Management, LLC (the "Adviser"), a subsidiary of Arnhold and S. Bleichroeder Holdings, Inc. ("ASB Holdings"), manages the Funds. For its services, the Adviser receives, pursuant to an Investment Advisory Agreement between the Funds and the Adviser (the "Advisory Agreement") an annual advisory fee as follows: First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund and First Eagle Gold Fund at 0.75% of each Fund's average daily net assets and First Eagle Fund of America at 1% of the Fund's average daily net assets.

The Adviser also performs certain administrative, accounting, operations, compliance and other services on behalf of the Funds, and in accordance with its agreement with them, the Funds reimburse the Adviser for costs (including

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
129

Notes to Financial Statements

personnel, related overhead and other costs) related to those services. For the year ended October 31, 2011, the Funds reimbursed and had payable to the Adviser amounts shown below:

_FUND	_{PAID TO ADVISER}		_{PAYABLE TO ADVISER}
First Eagle Global Fund	$	4,125,591	$	377,162
First Eagle Overseas Fund		1,519,378		137,513
First Eagle U.S. Value Fund		233,127		20,792
First Eagle Gold Fund		498,193		41,323
First Eagle Fund of America		195,146		17,454

Pursuant to a subadvisory agreement, dated December 10, 2002 (agreement was amended and restated most recently in September 2009 ("Subadvisory Agreement") Iridian Asset Management LLC ("Iridian") manages the investments of the First Eagle Fund of America. The fees paid to Iridian by the Adviser under the Subadvisory Agreement are based on a reference amount equal to 50% of the combined (i) fees received by the Adviser for advisory services on behalf of the Fund and (ii) the fees received by the Fund's distributor for its shareholder liaison services on behalf of the Fund. These amounts are reduced by certain direct marketing costs borne by the Adviser in connection with the Fund and are further reduced by the amount paid by the Adviser for certain administrative expenses incurred in providing services to the Fund.

The Funds have entered into Custody Agreements with State Street Bank and Trust Co. ("SSB"). The Custody Agreements provide for an annual fee based on the amount of assets under custody plus transaction charges. SSB serves as custodian of the Funds' portfolio securities and other assets. SSB has directly entered into sub-custodial agreements to maintain the custody of gold bullion in the Funds. Under the terms of the Custody Agreement between the Funds and SSB, SSB maintains and deposits in separate accounts, cash, securities and other assets of the Funds. SSB is also required, upon the order of the Funds, to deliver securities held by SSB and the sub-custodian, and to make payments for securities purchased by the Funds. SSB has also entered into sub-custodian agreements with a number of foreign banks and clearing agencies, pursuant to which portfolio securities purchased outside the United States are maintained in the custody of these entities.

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(continued)

The Funds have also entered into an Administration Agreement with SSB, pursuant to which SSB provides certain tax-related and other administrative services. SSB, as the Funds' Administrator, receives annual fees separate from and in addition to the fees it receives for its services as the Funds' custodian.

FEF Distributors, LLC, a wholly owned subsidiary of the Advisor, serves as the Funds' principal underwriter. For the year ended October 31, 2011, FEF Distributors, LLC realized $3,043,973, $496,098, $244,543, $341,225 and $171,916, pertaining to the sales of shares of First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, First Eagle Gold Fund and First Eagle Fund of America, respectively.

The Trust adopted a Trustee Deferred Compensation Plan, which allows the independent Trustees to defer the receipt of all or a portion of compensation related to performance of their duties as a Trustee. The deferred fees are invested in various First Eagle Funds until distribution in accordance with the Trustee Deferred Compensation Plan. As of October 31, 2011, balances to the Plan are recorded on the Statements of Assets and Liabilities.

For the year ended October 31, 2011, the Adviser reimbursed First Eagle Overseas Fund, First Eagle U.S. Value Fund and First Eagle Fund of America $714,808, $7,854 and $2,218, respectively, for losses incurred in connection with trading errors.

Note 3 — Plans of Distribution

Under the terms of the Distribution Plans and Agreements ("the Plans") with FEF Distributors, LLC ("the Distributor"), pursuant to the provisions of Rule 12b-1 under the 1940 Act, the First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund and First Eagle Gold Fund pay the Distributor monthly, a distribution fee with respect to Class A and Class C shares at an annual rate of up to 0.25% and 0.75%, respectively, of each Fund's average daily net assets. In the case of First Eagle Fund of America, it pays the Distributor monthly, a distribution fee with respect to Class A, Class C and Class Y shares at an annual rate of up to 0.25%, 0.75% and 0.25%, respectively of the average daily net assets. Under the Plans, the Distributor 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.

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131

Notes to Financial Statements

The Distributor bears distribution costs of a Fund to the extent they exceed payments received under the Plan. For the year ended October 31, 2011, the distribution fees incurred by the Funds are disclosed in the Statements of Operations.

The Distributor receives an annual service fee with respect to Class C at the annual rate of 0.25% of each Fund's average daily net assets, payable monthly to cover expenses incurred by the Distributor for providing shareholder liaison services, including assistance with subscriptions, redemptions and other shareholder questions. For the year ended October 31, 2011, the services fees incurred by the Funds are disclosed in the Statements of Operations.

Note 4 — Purchases and Sales of Securities

During the year ended October 31, 2011, the cost of purchases of investments, excluding U.S. Government and short-term securities, totaled $6,841,192,162, $2,247,506,338, $610,340,607, $427,828,489 and $851,685,881 for First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, First Eagle Gold Fund and First Eagle Fund of America, respectively. Proceeds from sales of investments, excluding U.S. government securities and short-term securities, totaled $2,627,909,284, $1,047,790,012, $203,771,916, $452,313,973 and $873,949,327 for First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, First Eagle Gold Fund and First Eagle Fund of America, respectively.

There were no purchases of U.S. Government securities, excluding short-term securities for First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, First Eagle Gold Fund and First Eagle Fund of America. Proceeds from sales of U.S. government securities totaled $225,124,227, $0, $39,628,601, $0 and $0 for First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, First Eagle Gold Fund and First Eagle Fund of America, respectively.

Note 5 — Line of Credit

As of October 4, 2011, the Board of Trustees approved a $300 million committed, unsecured line of credit ("Credit Facility") with State Street Bank and Trust Company for the Funds, to be utilized for temporarily financing the purchase or sale of securities for prompt delivery in the ordinary course of business or for temporarily financing the redemption of shares of each Fund at

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(continued)

the request of shareholders and other temporary or emergency purposes. Under the Credit Facility arrangement, each Fund has agreed to pay an annual commitment fee on the unused balance, allocated pro rata, based on the relative asset size of the Funds. Commitment fees related to the line of credit are paid by the Funds and are included in miscellaneous expenses in the Statements of Operations. During the year ended October 31, 2011, the Funds had borrowings under the agreement as follows:

_FUND				_AVERAGE_{DAILY LOAN}_BALANCE				_{NUMBER OF DAYS}_OUTSTANDING				_INTEREST_EXPENSE				_WEIGHTED_AVERAGE_ANNUALIZED_{INTEREST RATE}
First Eagle Global Fund				$	2,998,664				4			$	493				1.48	%

As of October 31, 2011 there were no outstanding borrowings from the credit facility.

Note 6 — Capital Stock

At October 31, 2011, the Funds have an unlimited number of shares authorized for issuance. The Funds have the ability to issue multiple classes of shares.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
133

Notes to Financial Statements

Transactions in shares of capital stock were as follows:

	_{YEAR ENDED OCTOBER 31, 2011}
	_{FIRST EAGLE GLOBAL FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold		82,403,930			52,534,770			90,765,616
Shares issued for reinvested dividends and distributions		3,377,141			815,954			1,528,605
Shares redeemed		(54,727,128	)		(20,788,828	)		(32,853,816	)
Net increase		31,053,943			32,561,896			59,440,405

	_{YEAR ENDED OCTOBER 31, 2011}
	_{FIRST EAGLE GOLD FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold		17,323,860			5,525,002			15,889,989
Shares issued for reinvested dividends and distributions		2,866,928			787,656			535,343
Shares redeemed		(22,945,298	)		(4,454,411	)		(7,752,658	)
Net increase (decrease)		(2,754,510	)		1,858,247			8,672,674

	_{YEAR ENDED OCTOBER 31, 2010}
	_{FIRST EAGLE GLOBAL FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold		56,104,057			35,584,529			54,269,413
Shares issued for reinvested dividends and distributions		3,444,109			889,953			1,030,798
Shares redeemed		(57,239,727	)		(21,890,851	)		(21,198,794	)
Net increase		2,308,439			14,583,631			34,101,417

	_{YEAR ENDED OCTOBER 31, 2010}
	_{FIRST EAGLE GOLD FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold		22,560,831			7,211,831			17,424,005
Shares issued for reinvested dividends and distributions		591,466			116,850			97,788
Shares redeemed		(18,973,371	)		(3,103,005	)		(3,481,174	)
Net increase (decrease)		4,178,926			4,225,676			14,040,619

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(continued)

	_{YEAR ENDED OCTOBER 31, 2011}
	_{FIRST EAGLE OVERSEAS FUND}									_{FIRST EAGLE U.S. VALUE FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}			_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold		75,564,814			11,307,075			75,710,003			25,183,381			7,044,675			17,859,980
Shares issued for reinvested dividends and distributions		4,608,501			588,534			3,075,256			770,417			204,916			335,285
Shares redeemed		(68,356,763	)		(7,372,637	)		(43,825,884	)		(12,196,811	)		(3,452,371	)		(7,453,323	)
Net increase		11,816,552			4,522,972			34,959,375			13,756,987			3,797,220			10,741,942

	_{YEAR ENDED OCTOBER 31, 2011}
	_{FIRST EAGLE FUND OF AMERICA}
	_{CLASS A}			_{CLASS C}			_{CLASS Y}
Shares sold		11,550,839			4,179,170			4,218,795
Shares issued for reinvested dividends and distributions		91,034			8,600			142,915
Shares redeemed		(5,339,481	)		(1,096,383	)		(3,858,781	)
Net increase (decrease)		6,302,392			3,091,387			502,929

	_{YEAR ENDED OCTOBER 31, 2010}
	_{FIRST EAGLE OVERSEAS FUND}									_{FIRST EAGLE U.S. VALUE FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}			_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold		63,800,432			9,029,755			61,460,804			16,510,083			5,318,538			10,241,203
Shares issued for reinvested dividends and distributions		5,754,113			784,521			2,725,898			441,268			88,898			146,754
Shares redeemed		(61,841,533	)		(8,421,330	)		(27,960,441	)		(12,748,260	)		(3,838,500	)		(3,904,178	)
Net increase		7,713,012			1,392,946			36,226,261			4,203,091			1,568,936			6,483,779

	_{YEAR ENDED OCTOBER 31, 2010}
	_{FIRST EAGLE FUND OF AMERICA}
	_{CLASS A}			_{CLASS C}			_{CLASS Y}
Shares sold		5,478,006			1,552,419			2,092,973
Shares issued for reinvested dividends and distributions		—			—			—
Shares redeemed		(3,994,098	)		(1,083,277	)		(3,227,060	)
Net increase (decrease)		1,483,908			469,142			(1,134,087	)

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135

Notes to Financial Statements

Transactions in dollars of capital stock were as follows:

	_{YEAR ENDED OCTOBER 31, 2011}
	_{FIRST EAGLE GLOBAL FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold	$	3,869,277,750		$	2,425,639,817		$	4,254,961,876
Shares issued for reinvested dividends and distributions		154,537,968			36,791,366			70,178,270
Shares redeemed		(2,551,569,341	)		(955,493,361	)		(1,532,877,172	)
Net increase	$	1,472,246,377		$	1,506,937,822		$	2,792,262,974

	_{YEAR ENDED OCTOBER 31, 2011}
	_{FIRST EAGLE U.S. VALUE FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold	$	422,499,567		$	117,098,665		$	302,544,849
Shares issued for reinvested dividends and distributions		12,519,282			3,309,400			5,502,028
Shares redeemed		(203,499,149	)		(57,256,894	)		(124,562,916	)
Net increase (decrease)	$	231,519,700		$	63,151,171		$	183,483,961

	_{YEAR ENDED OCTOBER 31, 2010}
	_{FIRST EAGLE GLOBAL FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold	$	2,310,390,017		$	1,440,881,738		$	2,232,335,113
Shares issued for reinvested dividends and distributions		139,107,607			35,464,634			41,767,929
Shares redeemed		(2,329,396,908	)		(881,251,536	)		(869,042,419	)
Net increase	$	120,100,716		$	595,094,836		$	1,405,060,623

	_{YEAR ENDED OCTOBER 31, 2010}
	_{FIRST EAGLE U.S. VALUE FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold	$	249,887,613		$	79,766,902		$	156,420,750
Shares issued for reinvested dividends and distributions		6,570,564			1,316,582			2,205,720
Shares redeemed		(192,467,396	)		(57,364,539	)		(59,589,516	)
Net increase (decrease)	$	63,990,781		$	23,718,945		$	99,036,954

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(continued)

	_{YEAR ENDED OCTOBER 31, 2011}
	_{FIRST EAGLE OVERSEAS FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold	$	1,715,966,975		$	250,653,639		$	1,744,387,109
Shares issued for reinvested dividends and distributions		102,262,633			12,771,196			69,224,009
Shares redeemed		(1,545,390,214	)		(162,706,611	)		(1,005,497,700	)
Net increase	$	272,839,394		$	100,718,224		$	808,113,418

	_{YEAR ENDED OCTOBER 31, 2011}
	_{FIRST EAGLE GOLD FUND}									_{FIRST EAGLE FUND OF AMERICA}
	_{CLASS A}			_{CLASS C}			_{CLASS I}			_{CLASS A}			_{CLASS C}			_{CLASS Y}
Shares sold	$	584,552,778		$	181,475,181		$	536,860,176		$	302,143,282		$	97,792,197		$	112,972,787
Shares issued for reinvested dividends and distributions		94,379,255			25,236,503			17,810,847			2,298,611			193,070			3,671,493
Shares redeemed		(765,827,714	)		(143,628,830	)		(265,774,260	)		(135,242,015	)		(24,843,434	)		(99,366,357	)
Net increase (decrease)	$	(86,895,681	)	$	63,082,854		$	288,896,763		$	169,199,878		$	73,141,833		$	17,277,923

	_{YEAR ENDED OCTOBER 31, 2010}
	_{FIRST EAGLE OVERSEAS FUND}
	_{CLASS A}			_{CLASS C}			_{CLASS I}
Shares sold	$	1,285,277,712		$	178,038,513		$	1,255,197,610
Shares issued for reinvested dividends and distributions		113,298,593			15,125,573			54,408,926
Shares redeemed		(1,235,178,673	)		(164,770,456	)		(567,063,407	)
Net increase	$	163,397,632		$	28,393,630		$	742,543,129

	_{YEAR ENDED OCTOBER 31, 2010}
	_{FIRST EAGLE GOLD FUND}									_{FIRST EAGLE FUND OF AMERICA}
	_{CLASS A}			_{CLASS C}			_{CLASS I}			_{CLASS A}			_{CLASS C}			_{CLASS Y}
Shares sold	$	650,143,781		$	202,617,937		$	538,916,054		$	119,245,037		$	30,126,386		$	46,425,229
Shares issued for reinvested dividends and distributions		16,271,246			3,140,932			2,716,545			—			—			—
Shares redeemed		(537,112,467	)		(85,301,292	)		(103,434,046	)		(85,893,877	)		(20,888,300	)		(71,168,953	)
Net increase (decrease)	$	129,302,560		$	120,457,577		$	438,198,553		$	33,351,160		$	9,238,086		$	(24,743,724	)

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Notes to Financial Statements

Note 7 — Indemnification and Investment Risk

In the normal course of business, the Funds enter into contracts that contain a variety of representations which provide general indemnifications. Each Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against each Fund that have not yet occurred. However, based on experience, the Funds expect the risk of loss to be remote. The Funds may have elements of risk not typically associated with investments in the United States of America due to their investments in foreign countries or regions. Such foreign investments may subject the Funds to additional risks resulting from political or economic conditions in such countries or regions and the possible imposition of adverse governmental laws or currency exchange restrictions could cause the securities and their markets to be less liquid and their prices to be more volatile than those of comparable U.S. securities. The securities markets in many emerging-market countries are substantially smaller, less developed, less liquid and more volatile than the securities markets of developed countries.

The Funds are subject to interest rate and credit risk. The value of debt securities may decline as interest rates increase. The Funds could lose money if the issuer of a fixed income security is unable to pay interest or repay principal when it is due. The ability of the issuers of debt to meet their obligations may be affected by the economic and political developments in a specific industry or region.

The Funds enter into derivatives which may represent off-balance sheet risk. Off-balance sheet risk exists when the maximum potential loss on a particular investment is greater than the value of such investment as reflected in the statement of assets and liabilities.

Note 8 — Redemption In-Kind Transactions

The redemption in-kind policy for all of the Funds reserves the right of the Funds to pay redemptions in-kind (i.e., payments in the form of marketable securities or, as needed, other traded assets, rather than cash) if the redemption request is large enough to affect a Fund's operations (for example, if it represents more than $250,000 or 1% of the Fund's assets). When receiving assets distributed in-kind, the recipient will bear applicable commissions or other costs on their sale. There have been no redemptions in-kind for the year ended October 31, 2011.

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(continued)

Note 9 — Accounting Pronouncement

In May 2011, the Financial Accounting Standard Board (FASB) issued Accounting Standards Update 2011-4, Amendment to Achieve Common Fair Value Measurement and Disclosures Requirements in U.S. GAAP and IFRS. This update contains amendments that will result in common fair value measurement and disclosure requirements in U.S. GAAP and IFRS. Consequently, the amendments change the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements. The amendments also clarify that a reporting entity should disclose quantitative information about the unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy. This update is effective during interim and annual periods beginning after December 15, 2011 for public entities and is to be applied prospectively. Early application is not permitted. Management of the Trust is currently evaluating the effect of this update to the Trust's financial statement.

Note 10 — Subsequent Events

In accordance with the provision surrounding Subsequent Events adopted by the Funds, management has evaluated the possibility of subsequent events existing in the Funds' financial statements. Management has determined that there are no material events that would require disclosures in the Funds' financial statements.

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139

Report of Independent Registered Public Accounting Firm

To the Board of Trustees and Shareholders of
First Eagle Funds:

In our opinion, the accompanying statements of assets and liabilities, including the schedules of investments, and the related statements of operations, of changes in net assets and the financial highlights present fairly, in all material respects, the financial position of First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, First Eagle Gold Fund (including its consolidated wholly owned subsidiary) and First Eagle Fund of America (collectively hereafter referred to as the "Funds") at October 31, 2011, the results of each of their operations for the year then ended, the changes in each of their net assets for each of the two years in the period then ended and the financial highlights for each of the five years in the period then ended, in conformity with accounting principles generally accepted in the United States of America. These financial statements and financial highlights (hereafter referred to as "financial statements") are the responsibility of the Funds' management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits, which included confirmation of securities at October 31, 2011 by correspondence with custodians and brokers, provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP
New York, New York
December 29, 2011

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140

Fund Expenses (unaudited)

Example

As a shareholder of the First Eagle Funds, you may incur two types of costs: (1) transaction costs, including front-end and contingent deferred sales charges (loads), and (2) ongoing costs, including advisory fees; distribution (12b-1) and/or service fees; and other Fund expenses. This Example is intended to help you understand your ongoing costs (in dollars) of investing in each of the First Eagle Funds and to compare these costs with the ongoing costs of investing in other mutual funds.

This Example is based on an investment of $1,000 invested on May 1, 2011 and held for the six-months ended October 31, 2011.

Actual Expenses

The table titled "Based on Actual Total Return" provides information about actual account values and actual expenses. You may use the information provided in this table, together with the amount you invested, to estimate the expenses that you paid over the period. To estimate the expenses you paid on your account, divide your ending account value by $1,000 (for example, an $8,600 ending account value divided by $1,000 = 8.6), then multiply the result by the number under the column heading entitled "Expenses Paid During the Period".

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Fund Expenses (unaudited) (continued)

Based on Actual Total Return¹

	_{ACTUAL TOTAL}_RETURN_WITHOUT_{SALES CHARGE}^₂			_BEGINNING_ACCOUNT_VALUE		_ENDING_ACCOUNT_VALUE		_ANNUALIZED_EXPENSE_RATIO			_EXPENSES_PAID_{DURING THE}_PERIOD^₃
First Eagle Global Fund
Class A		–5.40	%	$	1,000.00	$	946.00		1.13	%	$	5.54
Class C		–5.75			1,000.00		942.50		1.88			9.20
Class I		–5.28			1,000.00		947.20		0.88			4.32
First Eagle Overseas Fund
Class A		–7.21			1,000.00		927.90		1.13			5.49
Class C		–7.57			1,000.00		924.30		1.88			9.12
Class I		–7.10			1,000.00		929.00		0.88			4.28
First Eagle U.S. Value Fund
Class A		–2.95			1,000.00		970.50		1.18			5.86
Class C		–3.26			1,000.00		967.40		1.93			9.57
Class I		–2.80			1,000.00		972.00		0.93			4.62
First Eagle Gold Fund Consolidated
Class A		–5.44			1,000.00		945.60		1.22			5.98
Class C		–5.78			1,000.00		942.20		1.98			9.69
Class I		–5.32			1,000.00		946.80		0.97			4.76
First Eagle Fund of America
Class A		–11.38			1,000.00		886.20		1.44			6.85
Class C		–11.71			1,000.00		882.90		2.19			10.39
Class Y		–11.43			1,000.00		885.70		1.44			6.84

¹ For the six-months ended October 31, 2011.

² Past performance does not guarantee future results. Assumes reinvestment of all dividends and capital gain distributions, if any, at net asset value and does not reflect the deduction of the applicable sales charge, exchange fees or redemption fees. Had the effect of sales charges been reflected, expenses would have been higher and returns lower. Total return is not annualized, as it may not be representative of the total return for the year.

³ Expenses are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

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(continued)

Hypothetical Example for Comparison Purposes

The table below titled "Based on Hypothetical Total Return" provides information about hypothetical account values and hypothetical expenses based on the actual expense ratios and an assumed rate of return of 5% per year before expenses, which is not the First Eagle Fund's actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use the information provided in this table to compare the ongoing costs of investing in the First Eagle Funds and other funds. To do so, compare the 5% hypothetical example relating to the First Eagle Funds with the 5% hypothetical examples that appear in the shareholder reports of other funds.

This Example is based on an investment of $1,000 invested on May 1, 2011 and held for the six-months ended October 31, 2011.

Please note that the expenses shown in the table below are meant to highlight your ongoing costs only and do not reflect any transactional costs, such as front-end or back-end sales charges (loads). Therefore, the table is useful in comparing ongoing costs only, and will not help you determine the relative total costs of owning different funds. In addition, if these transaction costs were included, your costs would have been higher.

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Fund Expenses (unaudited) (continued)

Based on Hypothetical Total Return¹

	_HYPOTHETICAL_ANNUALIZED_TOTAL_RETURN			_BEGINNING_ACCOUNT_VALUE		_ENDING_ACCOUNT_VALUE		_ANNUALIZED_EXPENSE_RATIO			_EXPENSES_PAID_{DURING THE}_PERIOD^₂
First Eagle Global Fund
Class A		5.00	%	$	1,000.00	$	1,019.51		1.13	%	$	5.75
Class C		5.00			1,000.00		1,015.73		1.88			9.55
Class I		5.00			1,000.00		1,020.77		0.88			4.48
First Eagle Overseas Fund
Class A		5.00			1,000.00		1,019.51		1.13			5.75
Class C		5.00			1,000.00		1,015.73		1.88			9.55
Class I		5.00			1,000.00		1,020.77		0.88			4.48
First Eagle U.S. Value Fund
Class A		5.00			1,000.00		1,019.26		1.18			6.01
Class C		5.00			1,000.00		1,015.48		1.93			9.80
Class I		5.00			1,000.00		1,020.52		0.93			4.74
First Eagle Gold Fund Consolidated
Class A		5.00			1,000.00		1,019.06		1.22			6.21
Class C		5.00			1,000.00		1,015.22		1.98			10.06
Class I		5.00			1,000.00		1,020.32		0.97			4.94
First Eagle Fund of America
Class A		5.00			1,000.00		1,017.95		1.44			7.32
Class C		5.00			1,000.00		1,014.17		2.19			11.12
Class Y		5.00			1,000.00		1,017.95		1.44			7.32

¹ For the six-months ended October 31, 2011.

² Expenses are equal to the annualized expense ratio multiplied by the average account value over the period, multiplied by 184/365 (to reflect the one-half year period).

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144

General Information

Quarterly Form N-Q portfolio schedule

The First Eagle Funds file their complete schedule of portfolio holdings with the Securities and Exchange Commission ("SEC") for the first and third quarters of each fiscal year on Form N-Q. The Funds' Forms N-Q are available on the SEC's Web site at www.sec.gov. The Funds' Forms N-Q may be reviewed and copied at the SEC's Public Reference Room in Washington, D.C. Information on the operation of the SEC's Public Reference Room may be obtained by calling 1.800.SEC.0330. Additionally, you may obtain copies of Forms N-Q from the Funds upon request by calling 1.800.334.2143.

Proxy voting policies, procedures and record

You may obtain a description of the Funds' (1) proxy voting policies, (2) proxy voting procedures and (3) information regarding how the Funds voted any proxies related to portfolio securities during the most recent twelve-month period ended June 30 for which an SEC filing has been made, without charge, upon request by contacting the Funds directly at 1.800.334.2143 or on the EDGAR Database on the SEC's Web site at www.sec.gov.

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Tax Information Fiscal Year Ended October 31, 2011 (unaudited)

Each Fund designates the following amounts (or the maximum amount allowable) distributed during the fiscal year ended October 31, 2011, if any, as capital gain dividends, dividends eligible for the corporate dividends received deduction and/or qualified dividend income:

	_{% OF QUALIFYING}			_{% OF DIVIDENDS}_{ELIGIBLE FOR}_{THE DIVIDENDS}_RECEIVED			_{LONG-TERM CAPITAL GAINS}
	_{DIVIDEND INCOME}			_DEDUCTION			_15%		_28%
First Eagle Global Fund		100.00	%		31.70	%	$	5,113,347	$	—
First Eagle Overseas Fund *		74.80			0.12			96,634,968		1,878,156
First Eagle U.S. Value		100.00			55.15			2,911,835		474,862
First Eagle Gold Fund		19.83			1.94			118,552,255		184,904
First Eagle Fund of America		100.00			100.00			146,226		65,982

* First Eagle Overseas Fund paid foreign taxes of $17,825,585, and recognized foreign source income of $193,598,815. Pursuant to Section 853 of the Internal Revenue Code, each Fund designates such amounts (or the maximum amount allowable) as having been paid in connection with dividends distributed from investment company taxable income during the fiscal year ended October 31, 2011.

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Privacy Notice

The Trust is committed to protecting your privacy. We are providing you with this privacy notice to inform you of how we handle your personal information that we collect and may disclose to our affiliates. If the Trust changes its information practices, we will provide you with notice of any material changes. This privacy policy supersedes any of our previous policies relating to the information you disclose to us.

Why this Privacy Policy Applies to You

You obtained a financial product or service from or through us for personal, family or household purposes when you opened a shareholder account with the Trust, and are therefore covered by this privacy policy.

What We do to Protect Your Personal Information

We protect personal information provided to us by our individual shareholders according to strict standards of security and confidentiality. These standards apply to both our physical facilities and any online services we may provide. We maintain physical, electronic and procedural safeguards that comply with federal standards to guard consumer information. We permit only authorized individuals, who are trained in the proper handling of individual shareholder information and need to access this information to do their job, to have access to this information.

Personal Information that We Collect and May Disclose

As part of providing you with the Trust's products and services, we may obtain nonpublic personal information about you from the following sources:

• Information we receive from you on subscription applications or other forms, such as your name, address, telephone number, Social Security number, occupation, assets and income;

• Information about your transactions with us, our affiliates, or unaffiliated third parties, such as your account balances, payment history and account activity; and

• Information from public records we may access in the ordinary course of business.

Categories of Affiliates to Whom We May Disclose Personal Information

We may share personal information about you with affiliates. Our affiliates do business under names that include Arnhold and S. Bleichroeder Holdings, Inc., First Eagle Investment Management, LLC and FEF Distributors, LLC.

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Privacy Notice (continued)

You May Limit Marketing Solicitations by Choosing to Opt Out

We offer you the right to opt out from many types of marketing by our affiliates based on your personal information that we collect and share in accordance with this privacy policy. To limit those marketing solicitations, you may call 800.334.2143 indicating your desire not to receive marketing from our affiliates. Should you choose to opt out, your choice will remain in our records until you notify us otherwise, although we may choose to contact you in the future to modify your preference.

When We May Disclose Your Personal Information to Unaffiliated Third Parties

We will only share your personal information collected, as described above, with unaffiliated third parties:

• At your request;

• When you authorize us to process or service a transaction or product (unaffiliated third parties in this instance may include service providers such as the Trust's distributors, registrar and transfer agent for shareholder transactions, and other parties providing individual shareholder servicing, accounting and recordkeeping services);

• With companies that perform sales and marketing services on our behalf with whom we have agreements to protect the confidentiality of your information and to use the information only for the purposes for which we disclose the information to them; or

• When required by law to disclose such information to appropriate authorities.

We do not otherwise provide information about you to outside firms, organizations or individuals except to our attorneys, accountants and auditors and as permitted by law.

What We do with Personal Information about Our Former Customers

If you decide to discontinue doing business with us, the Trust will continue to adhere to this privacy policy with respect to the information we have in our possession about you and your account following the termination of our shareholder relationship.

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Additional Information (unaudited)

Management of the Trust

The business of the Trust is managed by its Board of Trustees, 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 Trustees.

Pertinent information regarding the members of the Board of Trustees and principal officers of the Trust is set forth below. Some of the Trustees and officers are employees of the Adviser and its affiliates. At least a majority of the Trust's Board of Trustees are not "interested persons" as that term is defined in the Investment Company Act.

Independent Trustees⁽¹⁾⁽²⁾

Lisa Anderson | Trustee | December 2005 to present

1345 Avenue of the Americas | New York, New York | 10105
(born October 1950)

Principal Occupation(s) During Past 5 Years: President, American University of Cairo; Provost, American University in Cairo; James T. Shotwell Professor of International Relations and Dean, School of International and Public Affairs, Columbia University

Number of Portfolios in the Fund Complex Overseen by Trustee: 7

Other Directorships/Trusteeships Held by Trustee: Chair, Social Science Research Council; Member, Carnegie Council on Ethics and International Affairs; Member Emerita, Human Rights Watch; Trustee, First Eagle Variable Funds (1 portfolio)

⁽¹⁾ Trustees who are not "interested persons" of the Trust as defined in the Investment Company Act.

⁽²⁾ The term of office of each Independent Trustee expires on his/her 70th birthday.

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Additional Information (unaudited) (continued)

Independent Trustees⁽¹⁾⁽²⁾

Candace K. Beinecke⁽³⁾ | Trustee (Chair) | December 1999 to present

One Battery Park Plaza | New York, New York | 10004
(born December 1946)

Principal Occupation(s) During Past 5 Years: Chair, Hughes Hubbard & Reed LLP

Number of Portfolios in the Fund Complex Overseen by Trustee: 7

Other Directorships/Trusteeships Held by Trustee: Director, ALSTOM; Trustee, Vornado Realty Trust; Director, Rockefeller Financial Services, Inc.; Director, Rockefeller & Company, Inc.; Trustee, Metropolitan Museum of Art; Trustee, The Wallace Foundation; Director and Vice Chair, Partnership for New York City; Board of Advisors, Yale Law School Center for the Study of Corporate Law; Director, Merce Cunningham Dance Foundation; Trustee, First Eagle Variable Funds (Chair) (1 portfolio)

Jean D. Hamilton | Trustee | March 2003 to present

1345 Avenue of the Americas | New York, New York | 10105
(born January 1947)

Principal Occupation(s) During Past 5 Years: Private Investor/ Independent Consultant/Member, Brock Capital Group LLC; prior to November 2002, Chief Executive Officer, Prudential Institutional; Executive Vice President, Prudential Financial, Inc.

Number of Portfolios in the Fund Complex Overseen by Trustee: 7

Other Directorships/Trusteeships Held by Trustee: Director, RenaissanceRe Holdings Ltd; Director, Four Nations; Trustee, First Eagle Variable Funds (1 portfolio)

⁽¹⁾ Trustees who are not "interested persons" of the Trust as defined in the Investment Company Act.

⁽²⁾ The term of office of each Independent Trustee expires on his/her 70th birthday.

⁽³⁾ Ms. Beinecke also served as a trustee of a predecessor fund to Fund of America since 1996.

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(continued)

Independent Trustees⁽¹⁾⁽²⁾

James E. Jordan | Trustee | December 1999 to present

1345 Avenue of the Americas | New York, New York | 10105
(born April 1944)

Principal Occupation(s) During Past 5 Years: Private Investor and Independent Consultant; prior to July 2005, Managing Director, First Eagle Investment Management, LLC and Director, FEF Distributors, LLC and Director, ASB Advisers UK, Limited; prior to July 2002, private investor and consultant to The Jordan Company (private investment banking firm) since June 1997

Number of Portfolios in the Fund Complex Overseen by Trustee: 7

Other Directorships/Trusteeships Held by Trustee: Director, Leucadia National Corporation; Director, JZ Capital Partners, Plc. (Guernsey investment trust company); Trustee, World Monuments Fund; Chairman's Council, Conservation International; Trustee, First Eagle Variable Funds (1 portfolio)

William M. Kelly⁽⁴⁾ | Trustee | December 1999 to present

1345 Avenue of the Americas | New York, New York | 10105
(born February 1944)

Principal Occupation(s) During Past 5 Years: Private Investor, prior to January 2010 President, Lingold Associates

Number of Portfolios in the Fund Complex Overseen by Trustee: 7

Other Directorships/Trusteeships Held by Trustee: Treasurer and Trustee, Black Rock Forest Preservation and Consortium; Trustee, St. Anselm College; Director, S. Zlinkoff Fund for Medical Research and Education; Trustee, First Eagle Variable Funds (1 portfolio)

⁽¹⁾ Trustees who are not "interested persons" of the Trust as defined in the Investment Company Act.

⁽²⁾ The term of office of each Independent Trustee expires on his/her 70th birthday.

⁽⁴⁾ Mr. Kelly also served as a trustee of a predecessor fund to Fund of America since 1998.

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Additional Information (unaudited) (continued)

Independent Trustees⁽¹⁾⁽²⁾

Paul J. Lawler | Trustee | March 2002 to present

1345 Avenue of the Americas | New York, New York | 10105
(born May 1948)

Principal Occupation(s) During Past 5 Years: Private Investor, prior to January 2010 Vice President Investments and Chief Investment Officer, W.K. Kellogg Foundation

Number of Portfolios in the Fund Complex Overseen by Trustee: 7

Other Directorships/Trusteeships Held by Trustee: Finance and Investment Committee Member, Battle Creek Community Foundation; Trustee, Ravena Coeymans Historical Society; Trustee, Coeymans Heritage Society; Director, Council of Michigan Foundations; Custody Advisory Committee Member, The Bank of New York; Advisory Committee, Common Fund Capital; Advisory Committee, TA Realty Advisors; Trustee, First Eagle Variable Funds (1 portfolio)

Interested Trustees⁽⁵⁾

John P. Arnhold | President and Trustee | December 1999 to present

1345 Avenue of the Americas | New York, New York | 10105
(born December 1953)

Principal Occupation(s) During Past 5 Years: Co-President, Co-CEO and Director, Arnhold and S. Bleichroeder Holdings, Inc.; CEO, Chairman, Director, FEF Distributors, LLC; Chairman, CIO and Director, First Eagle Investment Management, LLC; prior to February 2010, CEO, First Eagle Investment Management, LLC; prior to March 2005, President and Director, Natexis Bleichroeder, Inc. and Natexis Bleichroeder, UK

Number of Portfolios in the Fund Complex Overseen by Trustee: 7

Other Directorships/Trusteeships Held by Trustee: Director, Arnhold Ceramics; Director, The Arnhold Foundation; Director, The Mulago Foundation; Director, Quantum Endowment Fund; Director, WNET.org; Trustee, Trinity Episcopal Schools Corp.; Trustee, Vassar College; Trustee, Jazz at Lincoln Center; Managing Member, New Eagle Management Company, LLC; Director, Aquila International Fund Limited; Director, International Tennis Hall of Fame; Director, Hanseatic Asset Management LBG; Trustee, Sports and Arts in Schools Foundation; President and Trustee, First Eagle Variable Funds (1 portfolio)

⁽¹⁾ Trustees who are not "interested persons" of the Trust as defined in the Investment Company Act.

⁽²⁾ The term of office of each Independent Trustee expires on his/her 70th birthday.

⁽⁵⁾ The term of office of each Interested Trustee is indefinite.

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152

(continued)

Interested Trustees⁽⁵⁾ — (continued)

Jean-Marie Eveillard | Trustee | June 2008 to present

1345 Avenue of the Americas | New York, New York | 10105
(born January 1940)

Principal Occupation(s) During Past 5 Years: Senior Adviser to First Eagle Investment Management, LLC since March 2009; Senior Vice President, First Eagle Investment Management, LLC since January 2000; previously, Portfolio Manager of First Eagle Global Fund, First Eagle Overseas Fund, First Eagle U.S. Value Fund, First Eagle Gold Fund, and First Eagle Variable Funds (portfolio management tenure: 1979-2004, March 2007-March 2009)

Number of Portfolios in the Fund Complex Overseen by Trustee: 7

Other Directorships/Trusteeships Held by Trustee: Director, SocGen International SICAV (Luxembourg); Trustee, The Frick Collection; Director, Varenne Capital Partners; Director, Fregate-Legris Industries SA; Trustee, First Eagle Variable Funds (1 portfolio)

Officers⁽⁶⁾

John P. Arnhold | President and Trustee | December 1999 to present

1345 Avenue of the Americas | New York, New York | 10105
(born December 1953)

Principal Occupation(s) During Past Five (5) Years: See table on preceding page related to Interested Trustees

Robert Bruno | Senior Vice President | December 1999 to present

1345 Avenue of the Americas | New York, New York | 10105
(born June 1964)

Principal Occupation(s) During Past Five (5) Years: Senior Vice President, First Eagle Investment Management, LLC; President, FEF Distributors, LLC; Senior Vice President, First Eagle Variable Funds

⁽⁵⁾ The term of office of each Interested Trustee is indefinite.

⁽⁶⁾The term of office of each officer is indefinite. Length of time served represents time served as an officer of the Trust (or its predecessor entities), although various positions may have been held during the period.

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Additional Information (unaudited) (continued)

Officers⁽⁶⁾ — (continued)

Joseph T. Malone | Chief Financial Officer | September 2008 to present

1345 Avenue of the Americas | New York, New York | 10105
(born September 1967)

Principal Occupation(s) During Past Five (5) Years: Senior Vice President, First Eagle Investment Management, LLC; Chief Financial Officer, First Eagle Variable Funds; from September 2008; Chief Financial Officer and Treasurer, Aberdeen Funds from November 2007; Director, UBS Global Asset Management from October 2001; Global Fund Treasurer, UBS Global Asset Management from September 2006; Treasurer and Co-Head Mutual Fund Administration Group, UBS Global Asset Management from July 2005

Mark D. Goldstein | Chief Compliance Officer | February 2005 to present

1345 Avenue of the Americas | New York, New York | 10105
(born October 1964)

Principal Occupation(s) During Past Five (5) Years: General Counsel, Chief Compliance Officer and Senior Vice President, First Eagle Investment Management, LLC; Secretary, FEF Distributors, LLC; General Counsel and Secretary of Arnhold and S. Bleichroeder Holdings, Inc., and Chief Compliance Officer, First Eagle Variable Funds from February 2005; prior to March 2010, Chief Compliance Officer, Good Hope Advisers, LLC; Senior Counsel and Chief Compliance Officer, MacKay Shields LLC from April 2004

Suzan J. Afifi | Secretary and Vice President | December 1999 to present

1345 Avenue of the Americas | New York, New York | 10105
(born October 1952)

Principal Occupation(s) During Past Five (5) Years: Senior Vice President, First Eagle Investment Management, LLC; Vice President, FEF Distributors, LLC; Secretary and Vice President, First Eagle Variable Funds

Philip Santopadre | Treasurer | September 2005 to present

1345 Avenue of the Americas | New York, New York | 10105
(born August 1977)

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154

(continued)

Principal Occupation(s) During Past Five (5) Years: Vice President, First Eagle Investment Management, LLC; Treasurer, First Eagle Variable Funds

Officers⁽⁶⁾ — (continued)

Michael Luzzatto | Vice President | December 2004 to present

1345 Avenue of the Americas | New York, New York | 10105
(born April 1977)

Principal Occupation(s) During Past Five (5) Years: Senior Vice President, First Eagle Investment Management, LLC; Vice President, FEF Distributors, LLC; Vice President, First Eagle Variable Funds

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
155

First Eagle Funds

Trustees

Lisa Anderson

John P. Arnhold

Candace K. Beinecke (Chair)

Jean-Marie Eveillard

Jean D. Hamilton

James E. Jordan

William M. Kelly

Paul J. Lawler

Officers

John P. Arnhold

President

Robert Bruno

Senior Vice President

Joseph T. Malone

Chief Financial Officer

Mark D. Goldstein

Chief Compliance Officer

Suzan J. Afifi

Secretary & Vice President

Philip Santopadre

Treasurer

Michael Luzzatto

Vice President

Investment Adviser

First Eagle Investment Management, LLC

1345 Avenue of the Americas
New York, NY 10105

Legal Counsel

Shearman & Sterling LLP

599 Lexington Avenue
New York, NY 10022

Custodian

State Street Bank and Trust Company

801 Pennsylvania Avenue
Kansas City, MO 64105

Shareholder Servicing Agent

DST Systems, Inc.

330 West 9^th Street
Kansas City, MO 64105
800.334.2143

Underwriter

FEF Distributors, LLC

1345 Avenue of the Americas
New York, NY 10105

Independent Registered
Public Accounting Firm

PricewaterhouseCoopers LLP

300 Madison Avenue
New York, NY 10017

This report is not authorized for distribution to prospective investors unless preceded or accompanied by a currently effective prospectus of First Eagle Funds.

FIRST EAGLE FUNDS | ANNUAL REPORT | OCTOBER 31, 2011
156

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1345 Avenue of the Americas | New York, NY | 10105

800.334.2143 | firsteaglefunds.com

Item 2. Code of Ethics.

The Registrant has adopted a code of ethics that applies to its principal executive officer and principal financial officer. Copies of the code of ethics may be requested free of charge by calling 1-800-334-2143 (toll free).

Item 3. Audit Committee Financial Expert.

The Board of Trustees of the registrant has designated Paul J. Lawler, William M. Kelly and Jean Hamilton as Audit Committee Financial Experts. Mr. Lawler, Mr. Kelly and Ms. Hamilton are considered by the Board to be independent trustees.

Item 4. Principal Accountant Fees and Services

(a) Audit Fees:

For the Fiscal years ended October 31, 2011 and October 31, 2010, the aggregate PricewaterhouseCoopers LLP (PwC) audit fees for professional services rendered to the registrant were approximately $467,526 and $383,423, respectively. Fees included in the audit fees category are those associated with the annual audits of the financial statements and services that are normally provided in connection with statutory and regulatory filings.

(b) Audit Related Fees:

For the fiscal years ended October 31, 2011 and October 31, 2010, the aggregate PwC fees for assurance and related services rendered to the registrant were approximately $17,300 and $17,300, respectively.

In each fiscal year ended October 31, 2011 and October 31, 2010, the aggregate tax fees billed by PwC for professional services rendered to the registrant were approximately $363,411 and $169,300, respectively.

Fees included in the tax fees category comprise all services performed by professional staff in the independent accountant’s tax division except those services related to audits. This category comprises fees for tax compliance, tax reclaims and preparation of tax returns.

(d) All Other Fees:

In each of the fiscal years ended October 31, 2011 and October 31, 2010, there were no fees billed by PwC for products and services, other than 4(a)-(c) above, rendered to the registrant.

(e)(1) The registrant’s audit committee has adopted a policy whereby audit and non-audit services performed by the registrant’s principal accountant for the registrant, its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant require pre-approval by the committee or a designated member thereof. If such a service is required between regularly scheduled audit committee meetings, pre-approval may be authorized by one audit committee member with ratification at the next scheduled audit committee meeting. Waiver of pre-approval for audit and non-audit services requiring fees of a de minimis amount is not permitted.

(e)(2) No services included in (b) — (d) above were approved pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

(f) According to PwC, for the fiscal year ended October 31, 2011, the percentage of hours spent on the audit of the registrant’s financial statements for the most recent fiscal year that were attributable to work performed by persons who are not full-time, permanent employees of PwC was 0%.

(g) Other than as described in the table above, the aggregate fees billed for the most recent fiscal year and the preceding fiscal year by the registrant’s principal accountant for non-audit services rendered to the registrant (“covered”), its investment adviser, and any entity controlling, controlled by, or under common control with the investment adviser (“non-covered”) that provides ongoing services to the registrant was $0 in 2011 and 2010.

(h) Not applicable.

Item 5. Audit Committee of Listed Registrants

Not applicable at this time.

Item 6. Schedule of Investments

Please see schedule of investments contained in the Report to Stockholders included under Item 1 of this Form N-CSR.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.

Not applicable.

Item 8. Portfolio Managers of Closed-End Investment companies.

Not applicable.

Item 9. Purchases of Equity Securities by Closed-End Management Investment Company and Affiliated Purchasers.

Not applicable.

Item 10. Submission of Matters to a Vote of Security Holders.

No material change to report at this time.

Item 11. Controls and Procedures.

(a) In the opinion of the principal executive officer and principal financial officer, based on their evaluation, the registrant’s disclosure controls and procedures are adequately designed and are operating effectively to ensure (i) that material information relating to the registrant, including its consolidated subsidiaries, is made known to them by others within those entities, particularly during the period in which this report is being prepared; and (ii) that information required to be disclosed by the registrant on Form N-CSR is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

(b) There were no changes in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal half-year (the registrant’s second fiscal half-year in the case of an annual report) that have materially affected or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12. Exhibits.

(a)(1) Code of ethics required to be disclosed under Item 2 of Form N-CSR.

(a)(2) Certifications pursuant to Rule 30a-2(a) under the Investment Company Act of 1940 (17 CFR 270.30a-2(a)): Attached hereto.

(a)(3) Not applicable.

(b) Certification pursuant to Rule 30a-2(b) under the Investment Company Act of 1940 (17 CFR 270.30a-2(b)): Attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

(Registrant)		First Eagle Funds

By (Signature and Title)*		/s/ John P. Arnhold
		John P. Arnhold, President

Date: January 6, 2012

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By (Signature and Title)*		/s/ John P. Arnhold
		John P. Arnhold, Principal Executive Officer

Date: January 6, 2012


By (Signature and Title)*		/s/ Joseph T. Malone
		Joseph T. Malone, Principal Financial Officer

Date: January 6, 2012

* Print the name and title of each signing officer under his or her signature.

First Eagle Global Fund (SGIIX) N-CSRCertified annual shareholder report (management investment company)