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.__ )
Filed by the Registrant [X]
Filed by a Party other
than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, for Use of
the Commission Only
(as permitted by Rule 14a-6(e)(2))
[ ] 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:
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[ ] Fee paid previously with preliminary materials:
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[ ] 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:
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(2) Form, Schedule or Registration Statement no.:
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(3) Filing Party:
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(4) Date Filed:
<PAGE>
SOGEN INTERNATIONAL FUND, INC.
Notice of Special Meeting of
Shareholders of
SoGen International Fund, Inc. and
Proxy Statement
May 4, 1998
Table of Contents Page
Introduction..............................................
Certain Information Regarding
the Investment Adviser, the Principal
Underwriter, the Accounting Agent and
the Shareholder Servicing Agent.........................
Proposal to Approve or Disapprove
the Reorganization of the Company as a
Series of SoGen Funds, Inc..............................
Additional Information....................................
Appendix A: Agreement and Plan
of Reorganization......................................A-1
<PAGE>
SOGEN INTERNATIONAL FUND, INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 334-2143
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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
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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>
PROXY STATEMENT
SOGEN INTERNATIONAL FUND, INC.
1221 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10020
(800) 334-2143
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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 [ ] 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.
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<PAGE>
If shareholders approve the Proposal, the Reorganization is expected to be
consummated on or about July 31, 1998.
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 [ ], 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.
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<PAGE>
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
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.)
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<PAGE>
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 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
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<PAGE>
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.
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 telephonic 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 to
confirm his or her vote and asking the shareholder to call SCC immediately if
his or her instructions are not correctly reflected in the confirmation.
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<PAGE>
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.
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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<PAGE>
APPENDIX A
AGREEMENT AND PLAN OF REORGANIZATION
------------------------------------
THIS AGREEMENT AND PLAN OF REORGANIZATION (the "Agreement") made this [ ]
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:
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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:
A-1
<PAGE>
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 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 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.
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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 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, by-law, 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, [ ] 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
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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.
(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 N-1A 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.
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(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 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
$[ ], 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, by-law,
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.
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<PAGE>
(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.
(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
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<PAGE>
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.
(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.
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<PAGE>
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.
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.
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.
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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.
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 the SoGen International Fund, the
sole portfolio thereof)
-----------------------------------------
By:
ATTEST:
(Seal)
- --------------------------------
By:
SOGEN FUNDS, INC. (on behalf of the SoGen
InternationalFund, a series thereof)
-----------------------------------------
By:
ATTEST:
(Seal)
- --------------------------------
By:
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<PAGE>
VOTE BY TOUCH TONE PHONE OR THE INTERNET
CALL TOLL FREE: 1-800-[ ]
OR VISIT OUR WEBSITE: www.[ ]
(See above for further instructions to vote by phone or internet)
SOGEN INTERNATIONAL FUND, INC.
PROXY PROXY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Special Meeting of Shareholders -- July 17, 1998
The undersigned hereby appoints [ ], [ ] and [ ], and each of them, the
proxies of the undersigned, with the power of substitution to each of them, to
vote all shares of SoGen International Fund, Inc. (the "Company") which the
undersigned is entitled to vote at the 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 Friday, July 17, 1998 at 9:00 a.m., and
at any adjournments and postponements thereof (the "Meeting").
Unless otherwise specified in the squares provided, the undersigned's
vote will be cast FOR each numbered item below.
The Directors of the Company recommend that you vote FOR the proposal set
forth below.
1. To approve a proposal to reorganize the Company as a newly-organized
separate investment portfolio of SoGen Funds, Inc.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
2. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the Meeting.
(Continued and to be signed on the other side.)
<PAGE>
(Continued from other side.)
Every properly signed proxy will be voted in the manner specified hereon and, in
the absence of specification, will be treated as GRANTING authority to vote FOR
the Proposal.
Please sign exactly as you name or names
appear. When signing as attorney, executor,
administrator, trustee or guardian, please
give your full title as such.
---------------------------------------------
(Signature of Shareholder)
---------------------------------------------
(Signature of joint owner, if any)
Dated, , 1998
----------------------------
PLEASE SIGN AND RETURN PROMPTLY IN ENCLOSED ENVELOPE
NO POSTAGE IS REQUIRED
