SOGEN FUNDS, INC.
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT
RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated July 31, 1998 between
SOGEN FUNDS, INC., a Maryland corporation (the "Company"), and ▇▇ ▇▇▇▇▇
SECURITIES CORPORATION, a New York corporation ("▇▇ ▇▇▇▇▇").
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. ▇▇ ▇▇▇▇▇ acts
as the principal underwriter of the Company pursuant to an Underwriting
Agreement dated as of August 17, 1993, as amended July 31, 1998.
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 ▇▇ ▇▇▇▇▇ 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 ▇▇ ▇▇▇▇▇ a quarterly
distribution-related fee on the first business day of each quarter in
such an amount as ▇▇ ▇▇▇▇▇ 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.
For purposes of this Plan, a "business day" is any day the New York
Stock Exchange is open for trading.
2. ▇▇ ▇▇▇▇▇ 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
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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 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 of this Plan must be approved by the
Company's in accordance with procedures set forth in 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).
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.
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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
of 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 ▇▇ ▇▇▇▇▇ under this Plan are to be performed by
any organization other than ▇▇ ▇▇▇▇▇, upon such organization's adoption
and assumption in writing of all provisions of this Plan as a party
hereto.
9. ▇▇ ▇▇▇▇▇ shall give the Company the benefit of ▇▇ ▇▇▇▇▇'▇ best
judgment and efforts in rendering services under this Plan. As an
inducement to ▇▇ ▇▇▇▇▇'▇ undertaking to render these services, the
Company agrees that ▇▇ ▇▇▇▇▇ 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 ▇▇ ▇▇▇▇▇ against any liability to the
Company or its stockholders to which ▇▇ ▇▇▇▇▇ would otherwise be
subject by reason of willful misfeasance, bad faith or gross negligence
in the performance of ▇▇ ▇▇▇▇▇'▇ duties under this Plan or by reason of
▇▇ ▇▇▇▇▇'▇ reckless disregard of its obligation and duties hereunder.
10. ▇▇ ▇▇▇▇▇ 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. ▇▇ ▇▇▇▇▇ 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 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.
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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: President
▇▇ ▇▇▇▇▇ SECURITIES CORPORATION
By______________________________
Title: President
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