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SOGEN FUNDS, INC.
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated July 1, 1999 between
SOGEN FUNDS, INC., a Maryland corporation (the "Company"), and FUNDS
DISTRIBUTOR, INC., a Massachusetts corporation ("FDI").
The Company is an open-end management investment company and is registered
as such under the Investment Company Act of 1940, as amended (the "Act"). The
Company currently offers shares of four separate portfolios: SoGen International
Fund, SoGen Overseas Fund, SoGen Gold Fund and SoGen Money Fund. FDI acts as the
principal underwriter of the Company pursuant to an Underwriting Agreement dated
as of July 1, 1999.
As permitted by Rule 12b-1 (the "Rule") under the Act, the Company desires
to adopt a Distribution Plan and Agreement (the "Plan") pursuant to which SoGen
International Fund, SoGen Overseas Fund and SoGen Gold Fund (referred to herein
as "International Fund," "Overseas Fund" and "Gold Fund" or "the Fund(s)") may
make certain payments to FDI for expenses incurred in connection with the
distribution of the Class A shares of each of the Funds. The Company's Board of
Directors has determined that there is a reasonable likelihood that the Plan
will benefit each of the Funds and its shareholders.
Accordingly, the Company hereby adopts this Plan, and the parties hereto
enter into this Plan, on the following terms and conditions:
1. Each of the Funds shall pay FDI a quarterly distribution-related fee
on the first business day of each quarter in such an amount as FDI
may request, provided that each such payment shall be based upon the
average daily value of each Fund's net assets attributable to each
Fund's Class A shares (as determined on each business day at the
time set forth in each Fund's currently effective Prospectus for
determining net asset value per share) during the preceding month
and shall be calculated at an annual rate not in excess of 0.25%.
For purposes of calculating each such monthly fee, the value of a
Fund's net assets attributable to Class A shares shall be computed
in the manner specified in that Fund's currently effective
Prospectus, Statement of Additional Information and Articles of
Incorporation for the computation of the value of the Fund's net
assets in connection with the determination of the net asset value
of shares of the Fund, but shall, with respect to International
Fund, exclude from such calculation that portion of International
Fund's net assets attributable to shares of International Fund sold
before the effective date of the Rule 12b-1 Distribution Plan and
Agreement relating to SoGen International Fund, Inc. dated November
14, 1985 as amended and restated as of February 4, 1994 or any stock
dividends on such shares whether payable
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after or before such effective date. For purposes of this Plan, a
"business day" is any day the New York Stock Exchange is open for
trading.
2. FDI shall be obligated to use all amounts received from each Fund
under this Plan for (i) payments to broker-dealers and other
financial intermediaries for their assistance in the distribution of
the Fund's Class A shares and (ii) otherwise promoting the sale of
the Fund's Class A shares, such as by paying for the printing and
distribution of Prospectuses sent to prospective investors, the
preparation, printing and distribution of sales literature and the
expenses associated with media advertisements and telephone
correspondence. No broker-dealer shall receive payments under the
Plan which, on an annualized basis, exceed 0.25% of net asset value
of Fund Class A accounts originated by the broker-dealer. All other
agreements relating to the implementation of this Plan (the "related
agreements") shall be in writing, and such agreements shall be
subject to termination, without penalty, on not more than sixty
days' written notice to any other party to the agreement, in
accordance with the provisions of clauses (a) and (b) of paragraph 6
hereof.
3. This Plan shall become effective only after approval by (a) a
majority of the Board of Directors of each Fund, including a
majority of the Directors who are not "interested persons" (as
defined in the Act) of the Fund and who have no direct or indirect
financial interest in the operation of the Plan or in any related
agreements (the "Independent Directors"), pursuant to a vote cast in
person at a meeting called for the purpose of voting on the Plan,
and (b) the holders of a majority of the outstanding voting
securities of each class of shares of that Fund (as defined in the
Act). Related agreements shall be subject to approval by the
Company's Directors in the manner provided in clause (a) of the
preceding sentence.
4. This Plan and any related agreements shall continue in effect with
respect to a Fund for a period of more than one year from the date
of their adoption or execution only so long as such continuance is
approved at least annually by a majority of the Board of Directors
of the Company, including a majority of Independent Directors,
pursuant to a vote cast in person at a meeting called for the
purpose of voting on the continuance of this Plan and any related
agreements.
5. This Plan may be amended at any time with respect to a Fund with the
approval of a majority of the Board of Directors of the Company,
provided that (a) any material amendment of this Plan must be
approved by the Company's Directors in accordance with procedures
set forth in paragraph 4 hereof, and (b) any amendment to increase
materially the amount to be expended by a Fund pursuant to this Plan
must also be approved by the vote of the holders of a majority of
the outstanding voting securities of each affected class of shares
of that Fund (as defined in the Act).
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6. This Plan may be terminated with respect to a class or a Fund at any
time, without the payment of any penalty, by (a) the vote of a
majority of the Board of Directors of the Company, (b) the vote of a
majority of the Independent Directors or (c) the vote of the holders
of a majority of the outstanding voting securities of each affected
class of shares of that Fund (as defined in the Act).
7. While this Plan is in effect, the selection and nomination of the
Directors who are not "interested persons" of the Company (as
defined in the Act) shall be committed to the discretion of the
Directors then in office who are not "interested persons" of the
Company.
8. To the extent that this Plan constitutes a plan of distribution
adopted pursuant to the Rule, it shall remain in effect as such so
as to authorize the use of a Fund's assets in the amounts and for
the purposes set forth herein, notwithstanding the occurrence of the
Plan's assignment (as defined in the Act). To the extent this Plan
concurrently constitutes an agreement relating to the implementation
of the plan of distribution, it shall terminate automatically in the
event if its assignment, and a Fund may continue to make payments
pursuant to this Plan only (a) upon the approval of the Board of
Directors in accordance with the procedures set forth in paragraph 4
hereof, and (b) if the obligations of FDI under this Plan are to be
performed by any organization other than FDI, upon such
organization's adoption and assumption in writing of all provisions
of this Plan as a party hereto.
9. FDI shall give the Company the benefit of FDI's best judgment and
efforts in rendering services under this Plan. As an inducement to
FDI's undertaking to render these services, the Company agrees that
FDI shall not be liable under this Plan for any mistakes in judgment
or in any other event whatsoever except for lack of good faith,
provided that nothing in this Plan shall be deemed to protect or
purport to protect FDI against any liability to the Company or its
stockholders to which FDI would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the
performance of FDI's duties under this Plan or by reason of FDI's
reckless disregard of its obligation and duties hereunder.
10. FDI may also make payments out of its own funds for costs and
expenses associated with the distribution and sale of a Fund's Class
A shares, including payments to the persons and for the purposes set
forth in Section 2 hereof.
11. FDI shall prepare and furnish to the Company's Board of Directors,
and the Company's Board of Directors shall review at least
quarterly, a written report setting forth all amounts expended
pursuant to this Plan and any
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related agreements and the purposes for which such expenditures were
made.
12. The Company shall preserve copies of this Plan, any related
agreements and any reports made pursuant to this Plan for a period
of not less than six years from the date of this Plan or any such
related agreement or report. For the first two years, copies of such
documents shall be preserved in an easily accessible place.
13. The provisions of this Plan are severable for each class of shares
and each Fund and if provisions of the Plan applicable to a
particular class or Fund are terminated, the remainder of the Plan
provisions applicable to the other remaining classes or Funds shall
not be invalidated thereby and shall be given full force and effect.
IN WITNESS WHEREOF, each of the parties has caused this instrument to be
executed in its name and on its behalf by its duly authorized representatives as
of the date first above written.
SOGEN FUNDS, INC.
By:______________________________
Title: Vice President
FUNDS DISTRIBUTOR, INC.
By:_______________________________
Title:
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