<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
[X]
Filed by the Registrant [_]
Filed by a Party other than the Registrant
[_]Confidential, for Use of the
Check the appropriate box: Commission Only
(as permitted by Rule 14a-6(e)(2))
[_]Preliminary Proxy Statement
[X]Definitive Proxy Statement
[_]Definitive Additional Materials
[_]Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
SOGEN INTERNATIONAL FUND, INC.
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER/DECLARATION OF TRUST)
(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
Payment of Filing Fee (Check the appropriate box):
[X]No fee required.
[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
- -------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- -------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is
calculated and state how it was determined):
- -------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- -------------------------------------------------------------------------------
(5) Total fee paid:
- -------------------------------------------------------------------------------
[_]Fee paid previously with preliminary materials:
- -------------------------------------------------------------------------------
[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identity the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount previously paid:
- -------------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement no.:
- -------------------------------------------------------------------------------
(3) Filing Party:
- -------------------------------------------------------------------------------
(4) Date Filed:
- -------------------------------------------------------------------------------
<PAGE>
SOGEN INTERNATIONAL FUND, INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 334-2143
----------------
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
JULY 17, 1998
----------------
To the Shareholders of
SOGEN INTERNATIONAL FUND, INC.:
NOTICE IS HEREBY GIVEN that a Special Meeting of Shareholders (the
"Meeting") of SoGen International Fund, Inc. (the "Company") will be held at
the offices of the Company, 1221 Avenue of the Americas, 8th Floor, New York,
New York 10020, on July 17, 1998 at 9:00 a.m., for the following purposes:
1. To approve or disapprove a proposal to reorganize the Company as a
newly-organized separate investment portfolio of SoGen Funds, Inc. (the
"Successor Portfolio"). Under this proposal, shareholders will be asked to
consider and approve or disapprove an Agreement and Plan of Reorganization
between the Company and SoGen Funds, Inc. pursuant to which the Successor
Portfolio (to be named SoGen International Fund) would acquire all of the
assets and assume all of the liabilities of the Company in exchange for
shares of the Successor Portfolio. Immediately thereafter, the Company
would distribute such shares to the shareholders of the Company in complete
liquidation of the Company, as more fully described in the accompanying
proxy statement.
2. To transact any other business that may properly come before the
Meeting.
The Directors have fixed the close of business on April 24, 1998 as the
record date for the determination of shareholders entitled to notice of and to
vote at the Meeting or any adjournment or postponement thereof. The enclosed
proxy is being solicited on behalf of the Directors.
By order of the Board of Directors,
Philip J. Bafundo
Secretary
New York, New York
May 4, 1998
YOUR VOTE IS IMPORTANT
PLEASE VOTE IMMEDIATELY! YOU CAN VOTE BY TELEPHONE, INTERNET, OR BY
SIGNING, DATING, AND INDICATING YOUR VOTING INSTRUCTIONS ON THE ENCLOSED
PROXY CARD AND RETURNING IT IN THE ENVELOPE PROVIDED, WHICH NEEDS NO
POSTAGE IF MAILED IN THE UNITED STATES. DETAILS CAN BE FOUND IN THE
ENCLOSED PROXY STATEMENT.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Introduction............................................................. 1
Certain Information Regarding the Investment Adviser, the Principal
Underwriter, the Accounting Agent and the Shareholder Servicing Agent... 2
Proposal to Approve or Disapprove the Reorganization of the Company as a
Series of SoGen Funds, Inc.............................................. 2
Additional Information................................................... 6
Appendix A: Agreement and Plan of Reorganization......................... A-1
</TABLE>
<PAGE>
PROXY STATEMENT
SOGEN INTERNATIONAL FUND, INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 334-2143
----------------
SPECIAL MEETING OF SHAREHOLDERS
JULY 17, 1998
----------------
INTRODUCTION
This Proxy Statement is furnished in connection with the solicitation of
proxies on behalf of the Board of Directors of SoGen International Fund, Inc.,
a Maryland corporation (the "Company"), to be voted at a Special Meeting of
Shareholders of the Company, to be held at the offices of the Company, 1221
Avenue of the Americas, 8th Floor, New York, New York 10020, on July 17, 1998
at 9:00 a.m., and at any adjournments and postponements thereof (collectively,
the "Meeting"). Such solicitation will be by mail and the cost (including
printing and mailing this Proxy Statement, meeting notice and form of proxy,
as well as any necessary supplementary solicitation) will be borne by the
Company. The Notice of Meeting, Proxy Statement and Proxy are being mailed to
shareholders on or about May 4, 1998.
The presence in person or by proxy of the holders of record of a majority of
the shares of the Company entitled to vote thereat shall constitute a quorum
at the Meeting. If, however, such quorum shall not be present or represented
at the Meeting or if fewer shares are present in person or by proxy than is
the minimum required to take action with respect to any proposal presented at
the Meeting, the holders of a majority of the shares of the Company present in
person or by proxy shall have the power to adjourn the Meeting from time to
time, without notice other than announcement at the Meeting, until the
requisite amount of shares entitled to vote at the Meeting shall be present.
At any such adjourned Meeting, if the relevant quorum is subsequently
constituted, any business may be transacted which might have been transacted
at the Meeting as originally called. For purposes of determining the presence
of a quorum for transacting business at the Meeting, abstentions and broker
"non-votes" (that is, proxies from brokers or nominees indicating that such
persons have not received instructions from the beneficial owner or other
persons entitled to vote shares on a particular matter with respect to which
the brokers or nominees do not have discretionary power) will be treated as
shares that are present but which have not been voted. For this reason,
abstentions and broker non-votes will have the effect of a "no" vote for
purposes of obtaining the requisite approval of each proposal.
The Board of Directors has fixed the close of business on April 24, 1998 as
the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting. The outstanding voting shares of the Company as of
April 24, 1998 consisted of 144,879,541 shares of common stock, each share
being entitled to one vote. All properly executed proxies received prior to
the Meeting will be voted at the Meeting in accordance with the instructions
marked thereon or as otherwise provided therein. Accordingly, if the
accompanying form of proxy is executed properly and returned, shares
represented by it will be voted at the Meeting in accordance with the
instructions on the proxy. However, if no instructions are specified, shares
will be voted FOR the proposal set forth below. Any shareholder may revoke his
proxy at any time prior to exercise thereof by giving written notice to the
Secretary of the Company at its offices at 1221 Avenue of the Americas, New
York, New York 10020, or by signing another proxy of a later date, or by
personally casting his vote at the Meeting.
As of April 24, 1998, the Directors and officers of the Company as a group
owned less than 1% of the shares of the Company. The Company knows of no
person who owns beneficially more than 5% of the capital stock of the Company.
<PAGE>
The most recent annual and semi-annual reports of the Company, including
financial statements, have been previously mailed to shareholders. If you have
not received these reports or would like to receive additional copies free of
charge, please contact the Company at 1221 Avenue of the Americas, New York,
New York 10020, (800) 334-2143 and they will be sent promptly by first-class
mail.
CERTAIN INFORMATION REGARDING THE INVESTMENT ADVISER, THE PRINCIPAL
UNDERWRITER, THE ACCOUNTING AGENT AND THE SHAREHOLDER SERVICING AGENT
The Company has retained Societe Generale Asset Management Corp. ("SGAM
Corp."), a Delaware corporation, with offices at 1221 Avenue of the Americas,
New York, New York 10020, to serve as its investment adviser (the "Adviser")
under an investment advisory agreement which became effective April 26, 1990.
The Adviser is an indirect, majority-owned subsidiary of Societe Generale,
which is one of France's largest banks. The Company has retained the services
of Societe Generale Securities Corporation, with offices at 1221 Avenue of the
Americas, New York, New York 10020, to serve as its principal underwriter.
Investors Fiduciary Trust Company, 801 Pennsylvania, Kansas City, Missouri
64105 serves as accounting agent to the Company and DST Systems, Inc., 1004
Baltimore, Kansas City, Missouri 64105 serves as shareholder servicing agent
to the Company.
PROPOSAL TO APPROVE OR DISAPPROVE THE REORGANIZATION
OF THE COMPANY AS A SERIES OF SOGEN FUNDS, INC.
INTRODUCTION
The Board of Directors of the Company has approved a reorganization of the
Company (the "Reorganization") pursuant to which all of the assets of the
Company would be acquired, and all of the liabilities of the Company assumed,
by SoGen International Fund (the "Successor Portfolio"), a series of SoGen
Funds, Inc. ("SoGen Funds") that has not yet commenced operations, in exchange
for shares of the Successor Portfolio. Immediately thereafter, the Company
would distribute such shares to the shareholders of the Company in complete
liquidation of the Company. SoGen Funds, 1221 Avenue of the Americas, New
York, New York 10020 (800-334-2143), is an investment company organized in
series form in 1993, with three operating portfolios. The Successor Portfolio
would be the fourth portfolio to commence operations.
If the Reorganization is approved by shareholders, shareholders of the
Company will become shareholders of the Successor Portfolio on a share-for-
share basis. The investments of the Company will be managed as a separate
portfolio of SoGen Funds, and SGAM Corp. will continue to act as investment
adviser pursuant to an investment advisory agreement that will be identical to
the investment advisory agreement currently in effect with respect to the
Company (except for the date and term of such agreement). The Directors and
officers of SoGen Funds are the same as those of the Company, the aggregate
investment advisory and investment management fees payable by the Successor
Portfolio will be identical to the fees currently paid by the Company, the
investment objectives, policies and restrictions of the Successor Portfolio
will be identical to those of the Company, and all material contracts and
agreements entered into by, or pertaining to, the Successor Portfolio on the
effective date of the reorganization will be identical to those currently in
effect with respect to the Company (except for the dates and terms of such
contracts and agreements). The only difference will be that the Successor
Portfolio will be a series of SoGen Funds, rather than a stand-alone
corporation, and will therefore be governed by SoGen Funds' Charter and By-
laws, the By-laws of which are identical in all material respects to those of
the Company. The differences between the Charter of the Company (the "Company
Charter") and that of SoGen Funds (the "SoGen Funds Charter") are discussed
below. The Reorganization will be a tax-free reorganization under the Internal
Revenue Code of 1986, as amended, and the per share net asset value of the
Successor Portfolio upon consummation of the Reorganization will equal that of
the Company immediately prior thereto.
If shareholders approve the Proposal, the Reorganization is expected to be
consummated on or about July 31, 1998.
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REASONS FOR THE REORGANIZATION
Management's proposal to the Company's Board of Directors that the Company
be reorganized as a new portfolio of SoGen Funds arose out of the fact that
the Company Charter does not permit the Board to create and issue new classes
of shares. In recent years it has become common for mutual funds to offer one
or more classes of shares in a single investment portfolio, with each class
bearing differing sales loads, distribution and service fees, transfer agency
fees and/or certain other shareholder-related expenses. Management concluded
that the ability to create and issue new share classes would enable the
Company to more effectively meet the needs of the financial intermediaries
through whom the majority of the Company's shares are sold. Shareholders could
benefit from the multi-class structure not only because of the advantages
inherent in having available new investment options, but also because
enhancing sales of the Company's shares would help offset the adverse effects
that periods of net share redemptions could have on the Company's investment
operations and expense ratio. (At present, subject to shareholder approval of
this proposal, the Company is contemplating creating an additional class of
shares that would be available to investors whose financial intermediaries do
not accept payments pursuant to a Rule 12b-1 distribution plan; such shares
would, however, be subject to a substantially higher minimum initial purchase
requirement.)
Management considered simply seeking shareholder approval to amend the
Company Charter to permit the creation of new classes of shares without the
need for further shareholder action. Management concluded, however, that it
would be preferable to seek shareholder approval to reorganize the Company as
a new portfolio of SoGen Funds. As discussed below, the Board of Directors of
SoGen Funds would have the ability, without shareholder approval, to create
and issue new classes of shares of the Successor Portfolio. In addition, by
combining the Company with the other funds in SoGen Funds' corporate umbrella
it would be possible to avoid a significant amount of administrative expenses
and effort that currently result from having to maintain the separate
existence of the Company. For example, management is currently required to
keep separate corporate records on behalf of the two corporations, to make
separate regulatory filings, and to negotiate separate contracts with service
providers.
At its meeting on April 24, 1998, the Board of Directors of the Company, for
the reasons stated above, approved management's proposal to reorganize the
Company as a newly-formed portfolio of SoGen Funds and recommended it to the
Company's shareholders for their approval at the Meeting. The Board determined
that the Company's participation in the Reorganization is in the best
interests of the Company and that the interests of the shareholders of the
Company will not be diluted as a result of the Reorganization.
SUMMARY OF THE AGREEMENT AND PLAN OF REORGANIZATION
The following discussion summarizes the terms of the Agreement and Plan of
Reorganization dated April 27, 1998 (the "Agreement") entered into between the
Company and SoGen Funds. This summary is qualified in its entirety by
reference to the Agreement itself, which is included as Exhibit A to this
Proxy Statement.
If the Reorganization is approved by shareholders of the Company, the assets
of the Company will be transferred to, and the liabilities of the Company
assumed by, SoGen Funds for the account of the Successor Portfolio. At the
time the Reorganization is consummated, the Company will receive one share or
fractional share of the Successor Portfolio for each share or fractional share
of the Company outstanding at the close of business on the business day
immediately preceding the date of the consummation of the Reorganization.
Shares of the successor Portfolio will be distributed to shareholders of the
Company on a share-for-share basis, although as described below under
"Continuance of Shareholders' Accounts," new share certificates will not be
issued. Following such distribution, the Company will be deregistered and
dissolved.
The obligations of the Company and SoGen Funds under the Agreement are
subject to various conditions as stated therein. The Agreement may be
terminated or amended at any time prior to the consummation of the
Reorganization by action of the Board of Directors of the Company or SoGen
Funds, notwithstanding the
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approval of the Agreement by the shareholders of the Company. No amendment may
be made that materially adversely affects the interests of the shareholders of
the Company or of the Successor Portfolio.
SUMMARY OF MATERIAL DIFFERENCES BETWEEN THE CHARTERS OF THE COMPANY AND SOGEN
FUNDS
If the Reorganization is approved by shareholders of the Company, the
Company will become a separate series of SoGen Funds and will be governed in
accordance with the Charter and By-laws of SoGen Funds. While the By-laws of
each of the Company and SoGen Funds are identical in all significant respects,
there are certain differences between the Charters of the two entities. Below
is a summary of the material differences between the Charter of the Company
and that of SoGen Funds. For the full text of the Company Charter and the
SoGen Funds Charter, reference is made to each entity's Charter on file with
the Securities and Exchange Commission.
New Classes or Series of Shares. Under the Company Charter, the Company may
issue only a single class of shares. Under the SoGen Funds Charter, the Board
of Directors is authorized, without having to obtain shareholder approval, to
reclassify (among any new classes and/or series) and issue any authorized but
unissued shares of SoGen Funds' common stock.
Authority to Borrow Money. The Company Charter provides that the Company may
not borrow money or issue notes or other evidences of indebtedness except from
banks as a temporary measure in exceptional circumstances and if at the time
the amount of such borrowing, together with all other borrowing at the time
outstanding, would not exceed 10% of the current value of the Company's
assets. There is no such restriction in the SoGen Funds Charter, although, as
a matter of fundamental investment policy changeable only by shareholder vote,
the Successor Portfolio will be subject to identical restrictions on its
authority to borrow.
Issue Price of Shares. The Company Charter provides that no shares of the
Company shall be issued or sold, except as a share dividend to shareholders,
for less than the net asset value of such share. There is no such provision in
the SoGen Funds Charter, although SoGen Funds (like the Company) is subject to
Section 22(d) of the Investment Company Act of 1940 (the "Investment Company
Act"), which prohibits, subject to certain limited exceptions, the sale of
shares at a price less than their current net asset value.
Redemptions. The Company Charter provides that payment by the Company to a
shareholder for shares redeemed must be made within seven days of the
redemption request. The SoGen Funds Charter provides that payment upon
redemption must be made within seven business days, although under the
Investment Company Act redemption payments may not under normal circumstances
be delayed beyond seven calendar days. In addition, whereas the Company
Charter mandates that such payments must be made in cash, the SoGen Funds
Charter stipulates that such payments may be made in cash or, at the option of
SoGen Funds, wholly or partly in such portfolios securities of SoGen Funds as
SoGen Funds shall select. (SoGen Funds has no present intention of satisfying
redemption requests other than in cash.)
The Company Charter also permits the Company to charge up to 1% of
redemption payments as a redemption fee. The SoGen Funds Charter contains no
such provision, although SoGen Funds would have the authority to impose such a
charge on shares issued in the future notwithstanding the lack of specific
authority in its Charter. While both the Company and SoGen Funds currently
have the right to redeem shares in any account if the value of that account
drops below $500, the SoGen Funds Charter permits SoGen Funds to set the
minimum account balance at any figure not in excess of $100,000. (SoGen Funds
has no present intention of raising the minimum required account balance.)
Limitation of Liability; Indemnification. Both the Company Charter and the
SoGen Funds Charter provide for the limitation of liability of the Directors
and officers to the fullest extent permitted by the Maryland General
Corporation Law. The SoGen Funds Charter additionally provides for the
indemnification of the Directors and officers (and further allows for the
indemnification of employees and agents) by SoGen Funds, as well as the
advancement of expenses to such individuals, to the fullest extent permitted
by the Maryland General Corporation Law. The SoGen Funds Charter further
provides that no limitation of liability or indemnification
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shall be effective to protect or purport to protect any director or officer
against any liability to SoGen Funds or its shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of his
office.
CONTINUANCE OF SHAREHOLDERS' ACCOUNTS
As a result of the proposed transactions contemplated by the Reorganization,
each Company shareholder will cease to be a shareholder of the Company and, as
described below, will receive shares of the Successor Portfolio at the rate of
one share of the Successor Portfolio (or fraction thereof) for each share of
the Company (or fraction thereof) held at the close of business on the
business day immediately preceding the date of the consummation of the
Reorganization, and the shares of the Successor Portfolio will have an
aggregate net asset value equal to the aggregate net asset value of such
shareholder's Company shares at the close of business on the business day
immediately preceding the date of the consummation of the Reorganization.
The Successor Portfolio will establish accounts for all Company shareholders
containing the appropriate number of shares of the Successor Portfolio.
Receipt of such shares by a Company shareholder will be deemed to authorize
the Successor Portfolio and its agents to establish for the Company
shareholder, with respect to the Successor Portfolio, all of the same (i)
account options, including telephone redemptions, if any, (ii) dividend and
distribution options, and (iii) options for payment that Company shareholders
had elected previously with respect to the Company. Similarly, no further
action will be necessary in order to continue any retirement plan currently
maintained by a Company shareholder, with respect to shares of the Successor
Portfolio.
No fees will be imposed in connection with the issuance of shares of the
Successor Portfolio to the Company shareholders pursuant to the
Reorganization.
LIQUIDATION AND TERMINATION
The Company will be liquidated when the Reorganization is consummated, and
thereafter, the Company may conduct business only in connection with its
termination.
TAX CONSEQUENCES
In the opinion of Dechert Price & Rhoads, based on certain facts,
assumptions, and representations of the parties, for Federal income tax
purposes, the transaction contemplated by the Agreement will constitute a tax-
free reorganization within the meaning of Section 368(a) of the Internal
Revenue Code of 1986, as amended (the "Code"). Under the Code, each series of
the SoGen Funds, including the Successor Portfolio, will be treated as a
separate entity for federal income tax purposes. While the Company is not
aware of any state or local tax consequences of the proposed Reorganization,
it has not made any investigation as to such consequences, and shareholders
should consult their own tax advisors with respect to such matters.
SHARES OF SOGEN FUNDS
The SoGen Funds Board of Directors has the authority under the SoGen Funds
Charter to create and classify shares in separate series (i.e., portfolios or
funds) or classes of a series without further action by shareholders. The
Board has established four series (including SoGen International Fund). Each
share of each series has a par value of $0.001, represents an equal
proportionate interest in the assets of that series with each other share, and
is entitled to such distributions out of the income belonging to the series as
are declared by the Directors of SoGen Funds. Upon the liquidation of a
series, shareholders thereof are entitled to share pro rata in the net assets
belonging to that series available for distribution. The SoGen Funds Charter
further authorizes the Board of Directors to classify or reclassify any
authorized but unissued shares of a series into one or more additional classes
of that series.
The Board of Directors of SoGen Funds has currently authorized the issuance
of one class of each series, although, as indicated above, the Board is
contemplating creating an additional class of shares with respect to certain
of the four series.
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REORGANIZATION EXPENSES OF THE COMPANY AND THE SUCCESSOR PORTFOLIO
Each of the Company and the Successor Portfolio will pay its own expenses
incurred in connection with the Reorganization or in the event the Agreement
is terminated.
REQUIRED VOTE
Approval of the Proposal will require the vote of a majority of the
Company's outstanding voting securities. The Directors recommend that the
shareholders vote in favor of the Proposal.
ADDITIONAL INFORMATION
VOTING PROCEDURES
Your vote is important. Because many shareholders cannot personally attend
the Meeting, it is necessary that a large number be represented by proxy. If
you are a shareholder of record, you may vote four ways: (1) by attending the
Meeting, (2) by using the toll-free number listed on the proxy card, (3) by
voting on the Internet at the address listed on the proxy card, or (4) by
marking, signing, dating, and mailing your proxy in the postage-paid envelope
provided.
ADDITIONAL SOLICITATIONS
Shareholder Communications Corporation ("SCC") may be engaged to assist in
the solicitation of proxies. As the date of the Meeting approaches, certain
shareholders of the Company may receive a telephone call from a representative
of SCC if their vote has not yet been received. Authorization to permit SCC to
execute proxies may be obtained by telephonically or electronically
transmitted instructions from shareholders of the Company. Proxies that are
obtained telephonically will be recorded in accordance with the procedures set
forth below. These procedures have been reasonably designed to ensure that the
identity of the shareholder casting the vote is accurately determined and that
the voting instructions of the shareholder are accurately determined.
In all cases where a telephonic proxy is solicited, the SCC representative
is required to ask for each shareholder's full name, address, social security
or employer identification number, title (if the shareholder is authorized to
act on behalf of an entity, such as a corporation), and the number of shares
owned and to confirm that the shareholder has received the Proxy Statement and
card in the mail. If the information solicited agrees with the information
provided to SCC, then the SCC representative has the responsibility to explain
the process, read the proposal listed on the proxy card, and ask for the
shareholder's instructions on each proposal. The SCC representative, although
he or she is permitted to answer questions about the process, is not permitted
to recommend to the shareholder how to vote, other than to read any
recommendation set forth in the Proxy Statement. SCC will record the
shareholder's instructions on the card. Within 72 hours, the shareholder will
be sent a letter or mailgram confirming his or her vote and asking the
shareholder to call SCC immediately if his or her instructions are not
correctly reflected in the confirmation.
PROPOSALS OF SHAREHOLDERS
Shareholders wishing to submit proposals for inclusion in a proxy statement
for a shareholder meeting subsequent to the Meeting, if any, should send their
written proposals to the Secretary of the Company, 1221 Avenue of the
Americas, New York, New York 10020, within a reasonable time before the
solicitation of proxies for such meeting. Pursuant to its By-laws, the Company
does not generally, and has no present intention to, hold annual meetings of
shareholders. The timely submission of a proposal does not guarantee its
inclusion.
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OTHER MATTERS
Management does not know of any matters to be presented at the Meeting other
than those mentioned in this Proxy Statement. If any other matters properly
come before the Meeting, the shares represented by proxies will be voted with
respect thereto in accordance with the best judgment of the person or persons
voting the proxies.
By order of the Board of Directors,
PHILIP J. BAFUNDO
Secretary
May 4, 1998
New York, New York
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APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") made this 27th
day of April, 1998, by and among SoGen International Fund, Inc., a Maryland
corporation ("SoGen International Fund"), on behalf of SoGen International
Fund, the sole portfolio of SoGen International Fund (the "Current
Portfolio"), and SoGen Funds, Inc., a Maryland corporation ("SoGen Funds"), on
behalf of SoGen International Fund, a series of SoGen Funds (the "Successor
Portfolio").
WITNESSETH:
WHEREAS, SoGen International Fund and SoGen Funds are open-end, registered
investment companies of the management type;
WHEREAS, SoGen International Fund is authorized to issue its shares of
common stock, and SoGen Funds is authorized to issue its shares of common
stock in separate series, each of which maintains a separate and distinct
portfolio of assets;
WHEREAS, the Current Portfolio is the only portfolio of SoGen International
Fund and the Successor Portfolio is one portfolio of SoGen Funds, each of
which is diversified;
WHEREAS, the Current Portfolio owns securities which are assets of the
character in which the Successor Portfolio is permitted to invest;
WHEREAS, the Board of Directors of SoGen International Fund has (a) pursuant
to Section 3-105(b) of the Maryland General Corporation Law of the State of
Maryland, declared that the transfer of all of the assets and liabilities of
the Current Portfolio to the Successor Portfolio is advisable on substantially
the terms and conditions set forth herein and has directed that such proposed
transaction be submitted for consideration at either an annual or special
meeting of the Current Portfolio's shareholders, (b) determined that such
transaction is in the best interests of the Current Portfolio and its
shareholders, and that the interests of the existing shareholders of the
Current Portfolio would not be diluted as a result of this transaction, and
(c) determined that subsequent to the consummation of the transaction
contemplated by this Agreement the Current Portfolio and SoGen International
Fund will cease operations;
WHEREAS, the Board of Directors of SoGen Funds has determined that the
transfer of all of the assets and liabilities of the Current Portfolio to the
Successor Portfolio is in the best interest of the Successor Portfolio and its
shareholders (it being understood that Societe Generale Asset Management Corp.
is the sole shareholder of the Successor Portfolio prior to the consummation
of the Reorganization); and
WHEREAS, the parties hereto intend to provide for the reorganization of the
Current Portfolio through the acquisition by the Successor Portfolio of all of
the assets, subject to liabilities, of the Current Portfolio in exchange
solely for voting shares of common stock, $0.001 par value, of the Successor
Portfolio (the "Successor Portfolio Shares"), the dissolution of the Current
Portfolio and SoGen International Fund and the distribution to its
shareholders of such Successor Portfolio Shares, all pursuant to the
provisions of Section 368(a) of the Internal Revenue Code of 1986, as amended
(the "Code");
NOW THEREFORE, in consideration of the mutual promises herein contained, the
parties hereto agree as follows:
1. PLAN OF REORGANIZATION AND LIQUIDATION.
(a) SoGen International Fund, on behalf of the Current Portfolio, shall
assign, convey, transfer and deliver to the Successor Portfolio at the closing
provided for in Section 2 (hereinafter called the "Closing") all of the
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assets of the Current Portfolio of every kind and nature. In consideration
therefor, the Successor Portfolio shall at the Closing (i) assume all of the
Current Portfolio's liabilities then existing, whether absolute, accrued,
contingent or otherwise, relating to facts and circumstances which occurred on
or prior to the Closing Date, and involving the Current Portfolio, and (ii)
deliver to the Current Portfolio that number of full and fractional Successor
Portfolio Shares which is equal to the number of shares of common stock,
$0.001 par value, of the Current Portfolio ("Current Portfolio Shares") issued
and outstanding as of the Valuation Time (as defined herein) with each
Successor Portfolio Share having a net asset value equal to the net asset
value of each Current Portfolio Share. The net asset value per share of the
Current Portfolio Shares and the net asset value per share of the Successor
Portfolio Shares issued to the Current Portfolio shall be determined by the
custodian to SoGen Funds and the custodian to SoGen International Fund,
respectively, as of 4:00 p.m., Eastern Time, on the business day immediately
preceding the Closing Date (as defined in Section 2 hereof), after the
declaration of any dividends on that date (the "Valuation Time"). The
determination of each such custodian shall be based upon the valuation
policies of the Current Portfolio and shall be conclusive and binding on each
of the Successor Portfolio and the Current Portfolio and their respective
shareholders.
(b) Upon consummation of the transactions described in Subsection (a) of
this Section 1, the Current Portfolio shall distribute in complete liquidation
pro rata to its shareholders of record as of the Closing Date the Successor
Portfolio Shares received by the Current Portfolio. Such distribution shall be
accomplished pursuant to instructions received by the Successor Portfolio from
an authorized officer of SoGen International Fund. In the interest of economy
and convenience, certificates representing the Successor Portfolio Shares will
not be physically issued.
(c) Prior to the Closing, SoGen International Fund shall use its best
efforts to discharge all known and contingent liabilities. Any reporting
responsibility of SoGen International Fund under Federal, state, local and
foreign securities or tax laws, or any other law, is and shall remain the
responsibility of SoGen International Fund pertaining to the Current Portfolio
and its agents. All books and records of SoGen International Fund shall, to
the fullest extent permitted by law, be turned over to SoGen Funds on the
Closing Date to the extent, and in the manner, directed by SoGen Funds;
provided, however, that SoGen International Fund shall have access to those
books and records relevant to any returns, reports or notices that it is
responsible for preparing and filing after the Closing Date under the terms of
this Agreement.
(d) As promptly as practicable after the Closing Date, the Current Portfolio
and SoGen International Fund shall be terminated pursuant to the provisions of
the laws of the state of Maryland and SoGen International Fund's Charter and
an application prepared, executed and filed with the Securities and Exchange
Commission (the "SEC") seeking, and SoGen International Fund shall use its
best efforts to obtain, an SEC order declaring that SoGen International Fund
has ceased to be a registered investment company under the Investment Company
Act of 1940, as amended (the "1940 Act"). SoGen Funds, however, shall be
permitted in its discretion to carry forward the election made by SoGen
International Fund pursuant to Rule 24f-2 under the 1940 Act. If directed to
do so by SoGen Funds or its agents, SoGen International Fund shall promptly
file a notice pursuant to such Rule 24f-2 for the Current Portfolio's fiscal
period ending on the Closing Date. After the Closing Date, SoGen International
Fund shall not conduct any business except in connection with its termination
and deregistration.
2. CLOSING AND CLOSING DATE. The Closing shall occur at the offices of
Dechert Price & Rhoads, 30 Rockefeller Plaza, New York, New York 10112, at
10:00 a.m. on July 31, 1998 or at such later time and date, or at such other
location, as the parties may mutually agree (the "Closing Date"). All acts
taking place at the Closing shall be deemed to take place simultaneously as of
the close of business of SoGen Funds on the Closing Date unless otherwise
provided.
3. DELIVERY OF PORTFOLIO SECURITIES AND OTHER ASSETS. Portfolio securities
held by the Current Portfolio and represented by a certificate or written
instrument shall be made available by SoGen International Fund or on its
behalf to the custodian of the Successor Portfolio (including subcustodians as
directed by SoGen Funds) for examination no later than five (5) business days
preceding the Closing Date. Such portfolio securities (together
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with any cash or other assets) shall be delivered by the Current Portfolio to
the custodian for the account of the Successor Portfolio on or before the
Closing Date in conformity with applicable custody provisions under the 1940
Act and duly endorsed in proper form for transfer in such condition as to
constitute a good delivery thereof. Portfolio securities and instruments
deposited with a securities depository shall be delivered by book entry in
accordance with customary practices of such depositories and the custodian.
All necessary taxes including, without limitation, all necessary federal and
state stock transfer stamps shall have been paid prior to delivery. Cash, as
directed by SoGen Funds, shall be physically delivered in the form of currency
or shall be transferred by wire transfer of federal funds.
In complying with the provisions of this Section 3, SoGen International Fund
and SoGen Funds, having due regard for the types of assets involved, local
custom and the requirements of the 1940 Act as to custody arrangements, shall
instruct their respective custodians and subcustodians to cooperate to the end
that all securities and other assets of the Current Portfolio are in proper
form for transfer and in the custody of the Successor Portfolio at such time
or times as will facilitate the closing of the transactions contemplated by
this Agreement at the time selected by the parties for the Closing.
4. REPRESENTATIONS AND WARRANTIES OF SOGEN INTERNATIONAL FUND. SoGen
International Fund represents and warrants to SoGen Funds as follows:
(a) The Current Portfolio is the sole portfolio of SoGen International
Fund, a Maryland corporation duly organized and validly existing under the
laws of the State of Maryland. SoGen International Fund has the corporate
power to own all of its properties and assets and to carry on its business
as it is now being conducted.
(b) SoGen International Fund is registered under the 1940 Act as an open-
end management investment company, and SoGen International Fund's
registration statement under the 1940 Act classifies SoGen International
Fund as a diversified investment company, and such registration has not
been revoked or rescinded and is in full force and effect.
(c) SoGen International Fund has the power to enter into this Agreement
and to carry out its obligations hereunder. The execution and delivery of
this Agreement and the consummation of the transactions contemplated herein
have been duly authorized by its Directors, and, except for approval of
this Agreement by the shareholders of the Current Portfolio, no other
approvals by the Directors or shareholders of SoGen International Fund are
necessary to authorize this Agreement and the transactions contemplated
with respect to the Current Portfolio (other than proceedings with respect
to the termination of the Current Portfolio and SoGen International Fund).
(d) SoGen International Fund is not a party to or obligated under any
charter, bylaw, indenture or contract provision or any other commitment or
obligation, or subject to any order or decree that would be violated by its
executing and carrying out this Agreement on behalf of the Current
Portfolio.
(e) The Current Portfolio is authorized to issue 250,000,000 shares of
common stock, par value $0.001 per share, all of one class, of which as of
March 31, 1998, 147,175,681 shares were outstanding and no shares were held
in the treasury of SoGen International Fund. All of the outstanding shares
of the Current Portfolio have been duly authorized and are validly issued,
fully paid and nonassessable. Since SoGen International Fund is engaged in
the continuous offering and redemption of its shares, the number of
outstanding shares of the Current Portfolio may change prior to the
Valuation Time.
(f) The audited financial statements of the Current Portfolio for the
years ended March 31, 1997 and 1996 and unaudited financial statements for
the six months ended September 30, 1997 (the "Current Portfolio Financial
Statements"), previously delivered to SoGen Funds, (a) are correct and
complete in all material respects and in accordance with the books and
records of the Current Portfolio in all material respects, (b) fairly
present the financial position, assets and liabilities of such Portfolio as
of such dates, and the results of its operations and changes in its net
assets for the periods then ended, and (c) have been prepared in accordance
with generally accepted accounting principles consistently applied
throughout the periods covered thereby.
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(g) Since September 30, 1997, there has not been any material adverse
change in the Current Portfolio's financial condition, assets, liabilities,
or business other than changes occurring in the ordinary course of
business, such as a decline in net asset value due to fluctuations in the
market value of the portfolio assets of the Current Portfolio, or any
incurring by SoGen International Fund, on behalf of the Current Portfolio,
of any indebtedness maturing more than one year from the date such
indebtedness was incurred, except as otherwise disclosed to and accepted in
writing by SoGen Funds.
(h) As of the Valuation Time, the audited financial statements of the
Current Portfolio for the year ended March 31, 1998 will (a) be correct and
complete in all material respects and in accordance with the books and
records of the Current Portfolio in all material respects, (b) fairly
present the financial position, assets and liabilities of such Portfolio as
of such date, and the results of its operations and changes in its net
assets for the periods then ended, and (c) have been prepared in accordance
with generally accepted accounting principles consistently applied
throughout the period covered thereby.
(i) As of the Valuation Time, there will be no liabilities of the Current
Portfolio, whether or not determined or determinable, other than
liabilities disclosed or provided for in an unaudited statement of assets
and liabilities of the Current Portfolio dated as of the Closing Date
prepared in accordance with generally accepted accounting principles
consistently applied and certified by the Treasurer of the Current
Portfolio.
(j) There are no claims, actions, suits, proceedings or investigations
pending before any court or governmental body or, to the knowledge of SoGen
International Fund, threatened that would adversely affect the Current
Portfolio or its assets or business or that would prevent or hinder
consummation of the transactions contemplated hereby and SoGen
International Fund knows of no facts that might form the basis for the
institution of such claims, actions, suits, proceedings or investigations.
(k) Except for contracts relating to the purchase or sale of securities
made in the ordinary course of business in accordance with the objectives
and policies of the Current Portfolio and for contracts included as
Exhibits in the registration statement on Form N1A of SoGen International
Fund under which no default exists, SoGen International Fund, on behalf of
the Current Portfolio, is not a party to or subject to any material
contract, debt instrument, plan, lease, franchise, license or permit of any
kind or nature whatsoever.
(l) All federal, state, local and foreign tax returns and similar reports
(including information returns and similar reports) required to be filed by
or on behalf of the Current Portfolio the due date of which (including any
extensions thereof) is on or before the Closing Date have been filed and
all taxes and any interest, penalties or additions to tax payable pursuant
to such returns have been paid. Since its inception, the Current Portfolio
has continuously elected and qualified to be treated as a "regulated
investment company" under Subchapter M of the Code and has been
continuously eligible to compute, and has for each taxable year computed,
its federal income tax under Section 852 of the Code. The Current Portfolio
is, and for its entire taxable year that includes the Closing Date will be,
an investment company that meets the requirements for qualification as, and
elects to be treated as, a regulated investment company as defined in
Section 368(a)(2)(F)(i) and (iii) of the Code, and will for that taxable
year compute its federal income tax under Code Section 852.
(m) The information to be furnished by SoGen International Fund for use
in any applications for orders, registration statements, proxy materials
and other documents that may be necessary in connection with the
transactions contemplated hereby shall be accurate and complete in all
material respects and shall comply in all material respects with federal
securities and other laws and regulations thereunder applicable thereto.
(n) In connection with SoGen International Fund's proxy materials
referred to in Section 6, the proxy materials, insofar as they relate to
the Current Portfolio: (i) will comply in all material respects with the
provisions of the Securities Exchange Act of 1934, as amended, (the "1934
Act") and the 1940 Act and the rules and regulations thereunder, and (ii)
will not contain an untrue statement of a material fact or omit to state a
material fact required to be stated therein or necessary to make the
statements therein not misleading; and at the time of the shareholders'
meeting referred to in Section 6 hereof and at the Valuation
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Time, insofar as they relate to the Current Portfolio, will not contain an
untrue statement of a material fact or omit to state a material fact
necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(o) At the Valuation Time, except to the extent that SoGen International
Fund otherwise shall have notified SoGen Funds in writing, (i) SoGen
International Fund, on behalf of the Current Portfolio, will have full
right, power and authority to sell, assign, transfer and deliver the
Portfolio's assets free of any liens or other encumbrances and upon
delivery and payment for such assets, SoGen Funds will acquire good and
marketable title thereto; and none of the assets of the Current Portfolio,
upon acquisition thereof by the Successor Portfolio as contemplated hereby,
will be subject to any restrictions, legal or contractual, on the
disposition thereof.
(p) As of March 31, 1998, the assets of the Current Portfolio aggregated
$3,991,325,786 and were calculated based on the valuation policies of SoGen
International Fund then currently in effect.
5. REPRESENTATIONS AND WARRANTIES OF SOGEN FUNDS. SoGen Funds represents and
warrants as follows:
(a) The Successor Portfolio is a series of SoGen Funds, a Maryland
corporation duly organized, validly existing and in good standing under the
laws of the state of Maryland. SoGen Funds has the corporate power to own
all of its properties and assets and to carry on its business as it is now
being conducted.
(b) SoGen Funds is registered under the 1940 Act as an open-end,
management investment company, and such registration has not been revoked
or rescinded and is in full force and effect.
(c) SoGen Funds has the corporate power to enter into this Agreement on
behalf of the Successor Portfolio and to carry out its obligations
hereunder. The execution and delivery of this Agreement and the
consummation of the transactions contemplated herein have been duly
authorized by its Directors and no other proceedings by SoGen Funds are
necessary to authorize its officers to effectuate this Agreement and the
transactions contemplated with respect to the Successor Portfolio.
(d) SoGen Funds is not a party to or obligated under any charter, bylaw,
indenture or contract provision or any other commitment or obligation, or
subject to any order or decree that would be violated by its executing and
carrying out this Agreement on behalf of the Successor Portfolio.
(e) The Successor Portfolio is authorized to issue 500,000,000 shares of
common stock, par value $0.001 per share, of which as of the date of this
Agreement, no shares were, and as of the closing will be, outstanding,
other than shares issued to the initial shareholder of the Successor
Portfolio in connection with the preparation for the commencement of
operations of the Successor Portfolio with an aggregate net asset value of
not more than $10.00.
(f) The financial statements of SoGen Funds dated March 31, 1997,
previously delivered to SoGen International Fund, do, and the financial
statements of SoGen Funds dated March 31, 1998, to be delivered to SoGen
International Fund prior to the Valuation Time, will fairly present the
financial position of SoGen Funds as of such date, and the results of its
operations and changes in its net assets for the year then ended. The
Successor Portfolio has not yet commenced operations.
(g) There are no claims, actions, suits, proceedings or investigations
pending before any court or governmental body or, to the knowledge of SoGen
Funds, threatened that would adversely affect the Successor Portfolio or
its assets or business or that would prevent or hinder consummation of the
transactions contemplated hereby and SoGen Funds knows of no facts that
might form the basis for the institution of such claims, actions, suits,
proceedings or investigations.
(h) Except for contracts relating to the purchase or sale of securities
made in the ordinary course of business in accordance with the objectives
and policies of the Successor Portfolio and for contracts, including Plans
adopted in accordance with Rule l2b-1 under the 1940 Act and agreements
entered into pursuant thereto, included as Exhibits in the registration
statement on Form N-1A of SoGen Funds under which no default exists, SoGen
Funds, on behalf of the Successor Portfolio, is not a party to or subject
to any material contract, debt instrument, plan, lease, franchise, license
or permit of any kind or nature whatsoever.
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(i) Prior to the Closing Date, the Successor Portfolio will have no
assets. The Successor Portfolio will qualify to be treated as a "regulated
investment company" under Subchapter M of the Code and will be eligible to,
and will for its first taxable year which ends after the Closing Date,
compute its federal income tax under Section 852 of the Code.
(j) SoGen Funds will cooperate with SoGen International Fund and will
furnish information to SoGen International Fund relating to SoGen Funds and
the Successor Portfolio required by law for the proxy materials referred to
in Section 6.
(k) The Successor Portfolio Shares to be issued to the Current Portfolio
have been duly authorized and, when issued and delivered pursuant to the
Agreement, will be legally and validly issued and will be fully paid and
nonassessable by SoGen Funds, and no shareholder of SoGen Funds will have
any preemptive right, or right of subscription or purchase in respect
thereof.
6. COVENANTS OF THE PARTIES. SoGen International Fund and SoGen Funds shall
take all necessary actions as soon as is reasonably practicable after the
execution of this Agreement to effectuate the closing, including holding a
meeting of the Current Portfolio shareholders to consider the transactions
contemplated hereby and SoGen International Fund preparing and filing proxy
materials with the SEC complying in all material respects with the 1934 Act
and the 1940 Act and applicable rules and regulations thereunder relating to
such meeting. After the Closing Date, SoGen International Fund shall file on
behalf of the Current Portfolio any federal, state, local and foreign tax
returns and similar reports (including information returns and similar
reports) required to be filed by or on behalf of the Current Portfolio and
shall timely file all notices to shareholders as required under Subchapter M
of the Code for all taxable years to and including the Closing Date that have
not been filed by or on the Closing Date. SoGen International Fund shall pay
all taxes and any interest, penalties or additions to tax payable pursuant to
such returns. The Successor Portfolio shall assume and pay any and all
obligations and liabilities of the Current Portfolio which become known
following the Closing Date and shall indemnify and hold harmless SoGen
International Fund for any loss, cost, damage or expense arising as a result
of any and all obligations and liabilities of the Current Portfolio which were
not reflected in the unaudited statement of assets and liabilities prepared as
of the Valuation Time pursuant to Subsection 4(h) and reviewed by KPMG Peat
Marwick LLP ("KPMG"), independent auditors to SoGen International Fund,
pursuant to Subsection 7(i) of this Agreement. As promptly as possible after
the Closing Date, SoGen International Fund shall liquidate and terminate in
accordance with all applicable state and federal laws and shall file any
documents (including any final tax returns) required by such laws to effect
such liquidation and termination. Further, SoGen Funds shall undertake to file
a post-effective amendment to its Registration Statement on Form N-1A in order
to permit the continuous public offering of shares of the Successor Portfolio
immediately following the Closing.
If, as a result of a position, whether or not publicly announced, taken by
the staff of the Securities and Exchange Commission, or otherwise, counsel for
SoGen Funds determines that it would be advisable for SoGen Funds to register
the Successor Portfolio Shares to be offered and sold in connection with the
reorganization contemplated by this Agreement on Form N-14 under the
Securities Act of 1933, as amended, the parties hereto shall execute an
amendment to this Agreement, modifying the representations and warranties set
forth in this Agreement to reflect the same and adding such additional
representations and warranties as are agreed and as are customary in
agreements for the acquisition of the assets subject to liabilities of one
registered investment company for shares of another registered investment
company.
7. CONDITIONS PRECEDENT TO CLOSING. The obligations of SoGen International
Fund and SoGen Funds to effect the transaction contemplated hereunder shall be
subject to the satisfaction of each of the following conditions:
(a) This Agreement and the reorganization contemplated hereby shall have
been duly approved by the requisite vote of the Boards of Directors of
SoGen International Fund and of SoGen Funds and the shareholders of the
Current Portfolio and copies of the resolutions evidencing such approval,
certified by the Secretary of SoGen International Fund or SoGen Funds, as
the case may be, shall be delivered at the Closing.
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(b) Each of SoGen International Fund and SoGen Funds shall deliver at the
Closing a certificate executed in its name by its respective President, a
Vice President or Secretary dated as of the Closing Date to the effect that
the representations and warranties made in this Agreement are true and
correct at and as of the Closing Date except as they may be affected by the
transactions contemplated herein.
(c) SoGen International Fund and SoGen Funds shall have received an
opinion of Dechert Price & Rhoads substantially to the effect that based on
certain facts, assumptions and representations of the parties, for federal
income tax purposes, the Reorganization contemplated by this Agreement will
constitute a tax-free reorganization within the meaning of Section 368(a)
of the Code.
(d) All filings shall have been made with, and all authority and orders
shall have been received from, the SEC and state securities commissions as
may be necessary in the opinion of Dechert Price & Rhoads to permit the
parties to carry out the transactions contemplated by this Agreement and to
permit the continuous public offering of shares of the Successor Portfolio
immediately following the Closing, and the SEC shall not have issued an
unfavorable report under Section 25(b) of the 1940 Act nor instituted any
proceedings seeking to enjoin under Section 25(c) of the 1940 Act the
consummation of the transactions contemplated hereby.
(e) The parties shall have received on the Closing Date an opinion of
Dechert Price & Rhoads substantially to the effect that (i) the
representations and warranties contained in Subsections 4(b) and 4(c)
hereof are accurate; (ii) the Current Portfolio is a series of SoGen
International Fund; (iii) SoGen International Fund has the power to own its
properties and assets and to carry on its business as an investment company
in each case in accordance with the description thereof in SoGen
International Fund's registration statement under the 1940 Act; and (iv) in
the opinion of Dechert Price & Rhoads, in the absence of judicial authority
directly in point, it is more likely than not that a court sitting in the
state of Maryland and applying Maryland law, including Maryland choice of
law principles, would find that SoGen International Fund is a duly
established corporation.
(f) The parties shall have received on the Closing Date an opinion or
opinions of Dechert Price & Rhoads satisfactory to each party to the effect
that the representations and warranties contained in Subsections 5(a),
5(b), 5(c) and 5(k) hereof are accurate.
(g) SoGen Funds shall have received on the Closing Date a comfort letter
from KPMG to the effect that KPMG has reviewed unaudited statements of
assets and liabilities of the Current Portfolio for the period beginning
April 1, 1998 and ending on the Closing Date as required by Subsection 4(i)
of this Agreement, and based upon such review, (a) nothing has come to
their attention which would cause them to believe that the Current
Portfolio would not qualify as a regulated investment company under the
Code for the period ended March 31, 1998, and for the period ending on the
Closing Date, and (b) nothing has come to their attention which would cause
them to believe that the information reflected in such unaudited statement
of assets and liabilities does not fairly present the financial condition
of the Current Portfolio at the Closing Date.
8. AMENDMENT. This Agreement may be amended at any time by action of the
Directors of SoGen International Fund and the Directors of SoGen Funds,
notwithstanding approval thereof by the shareholders of the Current Portfolio,
or a duly authorized officer thereof, provided that no amendment shall have a
material adverse effect on the interests of the shareholders of the Current
Portfolio or of the shareholders of the Successor Portfolio.
9. TERMINATION. The Directors of SoGen International Fund and the Directors
of SoGen Funds may terminate this Agreement and Plan of Reorganization and
abandon the reorganization contemplated hereby, notwithstanding approval
thereof by the shareholders of the Current Portfolio. In the event that the
Directors of SoGen International Fund or the Directors of SoGen Funds either
acting alone or by mutual agreement for any reason shall have determined to
terminate this Agreement or abandon the reorganization contemplated hereby,
each party to the Agreement shall bear its own expenses in connection with
preparing for the reorganization, including but not limited to legal,
accounting and printing costs related to the preparation of any and all proxy
statements.
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10. NO BROKER'S OR FINDER'S FEE. SoGen International Fund and SoGen Funds
each represents that there is no person who has dealt with it, who by reason
of such dealings is entitled to any broker's or finder's or other similar fee
or commission arising out of the transactions contemplated by this Agreement.
11. SURVIVAL OF REPRESENTATIONS, ETC. The representations, warranties,
covenants and agreements of the parties contained herein shall survive the
Closing Date. After SoGen International Fund is terminated, the Successor
Portfolio shall be responsible for any and all obligations of, and claims made
against, SoGen International Fund or the Current Portfolio arising after the
Closing, regardless of whether one or more of the representations, warranties,
covenants or agreements made by SoGen International Fund shall have been false
or breached.
12. WAIVER. SoGen International Fund or SoGen Funds, after consultation with
their respective counsel and by consent of their respective Boards of
Directors, Executive Committees or an officer authorized by such Board of
Directors, may waive any condition to their respective obligations hereunder
if in their judgment such waiver will not have a material adverse effect on
the interests of the shareholders of SoGen International Fund or of the
shareholders of SoGen Funds. If the transactions contemplated by this
Agreement have not been substantially completed by July 31, 1999 then the
Agreement shall automatically terminate on that date unless a later date is
agreed to in writing by both SoGen International Fund and SoGen Funds.
13. RELIANCE. All covenants, agreements, representations and warranties made
under this Agreement shall be deemed to have been material and relied upon by
each of the parties notwithstanding any investigation made by such party or on
its behalf.
14. NOTICES. All notices required or permitted under this Agreement shall be
given in writing (i) to SoGen International Fund, 1221 Avenue of the Americas,
New York, NY 10020, and (ii) to SoGen Funds, 1221 Avenue of the Americas, New
York, New York 10020, or at such other place as shall be specified in a
written notice given by either party to the other party to this Agreement and
shall be validly given if mailed by first class mail, postage prepaid and
telecopy.
15. EXPENSES AND INDEMNIFICATION. The Current Portfolio and the Successor
Portfolio each shall bear its own expenses relating to the reorganization
contemplated hereby, except as otherwise provided in this Section 15,
including but not limited to legal, accounting and printing costs related to
the preparation of any and all proxy statements. SoGen International Fund
shall bear all expenses incurred in connection with the dissolution and
deregistration of SoGen International Fund and the Current Portfolio. The
Successor Portfolio shall, subject to the provisions of Section 17(h) of the
1940 Act, indemnify and hold harmless the Directors of SoGen International
Fund, and advance expenses in connection therewith, against any and all claims
made, and liabilities arising out of claims made, on or after the Closing Date
relating to the Current Portfolio and arising out of acts or omissions
occurring prior to the Closing Date to the maximum extent that such Directors
would have been indemnified, and their expenses advanced, by SoGen
International Fund pursuant to SoGen International Fund's Charter.
16. ASSIGNMENT. This Agreement shall bind and inure to the benefit of the
parties and their respective successors and assigns, but no assignment or
transfer hereof or of any rights or obligations hereunder shall be made by any
party without the other parties' written consent. Nothing herein expressed or
implied is intended or shall be construed to confer upon or give any person,
firm or corporation other than the parties and their respective successors and
assigns any rights or remedies under or by reason of this Agreement.
17. MISCELLANEOUS PROVISIONS. This Agreement shall be governed by and
carried out in accordance with the laws of the State of New York. It may be
executed in several counterparts, each of which shall be deemed an original,
but all of which taken together shall constitute one agreement.
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IN WITNESS HEREOF, the parties have hereunto caused this Agreement and Plan
of Reorganization to be executed and delivered by their duly authorized
officers as of the day and year first written above.
SoGen International Fund, Inc.
(on behalf of SoGen International
Fund, the sole portfolio thereof)
_____________________________________
By:
ATTEST:
(Seal)
_____________________________________
By:
SoGen Funds, Inc.
(on behalf of SoGen International
Fund, a series thereof)
_____________________________________
By:
ATTEST:
(Seal)
_____________________________________
By:
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