SOGEN FUNDS, INC. RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT dated July 31, 1998 between SOGEN FUNDS, INC., a Maryland corporation (the "Company"), and SG COWEN SECURITIES CORPORATION, a New York corporation...

                                SOGEN FUNDS, INC.
                   RULE 12b-1 DISTRIBUTION PLAN AND AGREEMENT


     RULE 12b-1  DISTRIBUTION  PLAN AND  AGREEMENT  dated July 31, 1998  between
SOGEN  FUNDS,  INC.,  a  Maryland  corporation  (the  "Company"),  and XX  XXXXX
SECURITIES CORPORATION, a New York corporation ("XX Xxxxx").

     The Company is an open-end management  investment company and is registered
as such under the  Investment  Company Act of 1940, as amended (the "Act").  The
Company currently offers shares of four separate portfolios: SoGen International
Fund,  SoGen Overseas Fund,  SoGen Gold Fund and SoGen Money Fund. XX Xxxxx acts
as  the  principal  underwriter  of  the  Company  pursuant  to an  Underwriting
Agreement dated as of August 17, 1993, as amended July 31, 1998.

     As permitted by Rule 12b-1 (the "Rule") under the Act, the Company  desires
to adopt a Distribution  Plan and Agreement (the "Plan") pursuant to which SoGen
International  Fund, SoGen Overseas Fund and SoGen Gold Fund (referred to herein
as  "International  Fund," "Overseas Fund" and "Gold Fund" or "the Fund(s)") may
make certain  payments to XX Xxxxx for expenses  incurred in connection with the
distribution of the Class A shares of each of the Funds.  The Company's Board of
Directors has  determined  that there is a reasonable  likelihood  that the Plan
will benefit each of the Funds and its shareholders.

     Accordingly,  the Company  hereby adopts this Plan,  and the parties hereto
enter into this Plan, on the following terms and conditions:

             1.   Each  of  the   Funds   shall   pay  XX   Xxxxx  a   quarterly
         distribution-related  fee on the first  business day of each quarter in
         such an amount as XX Xxxxx may request, provided that each such payment
         shall be based upon the  average  daily value of each Fund's net assets
         attributable  to each  Fund's  Class A shares  (as  determined  on each
         business day at the time set forth in each Fund's  currently  effective
         prospectus  for  determining  net asset  value per  share)  during  the
         preceding month and shall be calculated at an annual rate not in excess
         of 0.25%.  For purposes of calculating each such monthly fee, the value
         of a Fund's net assets attributable to Class A shares shall be computed
         in the manner specified in that Fund's currently effective  Prospectus,
         Statement of Additional  Information and Articles of Incorporation  for
         the  computation  of the value of the Fund's  net assets in  connection
         with the  determination  of the net asset  value of shares of the Fund.
         For  purposes of this Plan,  a  "business  day" is any day the New York
         Stock Exchange is open for trading.

             2. XX Xxxxx shall be  obligated  to use all amounts  received  from
         each Fund under this Plan for (i) payments to broker-dealers  and other
         financial  intermediaries  for their  assistance in the distribution of
         the Fund's Class A shares and (ii) otherwise  promoting the sale of the
         Fund's  Class  A  shares,  such  as by  paying  for  the  printing  and
         distribution  of  prospectuses  sent  to  prospective  investors,   the
         preparation, printing and

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         distribution of sales literature and the expenses associated with media
         advertisements  and telephone  correspondence.  No broker-dealer  shall
         receive payments under the Plan which, on an annualized  basis,  exceed
         0.25% of net asset  value of Fund  Class A accounts  originated  by the
         broker-dealer.  All other agreements  relating to the implementation of
         this Plan (the  "related  agreements")  shall be in  writing,  and such
         agreements  shall be subject to termination,  without  penalty,  on not
         more  than  sixty  days'  written  notice  to any  other  party  to the
         agreement,  in accordance with the provisions of clauses (a) and (b) of
         paragraph 6 hereof.

             3. This Plan shall become  effective  only after  approval by (a) a
         majority of the Board of Directors  of each Fund,  including a majority
         of the  directors who are not  "interested  persons" (as defined in the
         Act) of the Fund and who have no direct or indirect  financial interest
         in  the  operation  of  the  Plan  or in any  related  agreements  (the
         "Independent  Directors"),  pursuant  to a vote  cast  in  person  at a
         meeting  called  for the  purpose  of voting  on the Plan,  and (b) the
         holders of a majority  of the  outstanding  voting  securities  of each
         class  of  shares  of  that  Fund  (as  defined  in the  Act).  Related
         agreements  shall be subject to approval by the Company's  directors in
         the manner provided in clause (a) of the preceding sentence.

             4. This Plan and any related  agreements  shall  continue in effect
         with respect to a Fund for a period of more than one year from the date
         of their  adoption or  execution  only so long as such  continuance  is
         approved at least  annually by a majority of the Board of  Directors of
         the Company, including a majority of Independent Directors, pursuant to
         a vote cast in person at a meeting  called for the purpose of voting on
         the continuance of this Plan and any related agreements.

             5. This Plan may be amended at time with respect to a Fund with the
         approval  of a  majority  of the  Board of  Directors  of the  Company,
         provided  that (a) any  material  of this Plan must be  approved by the
         Company's in accordance with procedures set forth in 4 hereof,  and (b)
         any  amendment  to increase  materially  the amount to be expended by a
         Fund  pursuant  to this Plan must also be  approved  by the vote of the
         holders of a majority  of the  outstanding  voting  securities  of each
         affected class of shares of that Fund (as defined in the Act).

             6. This Plan may be terminated with respect to a class or a Fund at
         any time,  without  the  payment of any  penalty,  by (a) the vote of a
         majority of the Board of Directors  of the  Company,  (b) the vote of a
         majority of the Independent Directors or (c) the vote of the holders of
         a majority of the outstanding  voting securities of each affected class
         of shares of that Fund (as defined in the Act).

             7. While this Plan is in effect,  the selection  and  nomination of
         the  directors  who are not  "interested  persons"  of the  Company (as
         defined  in the  Act)  shall  be  committed  to the  discretion  of the
         directors  then  in  office  who are not  "interested  persons"  of the
         Company.

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             8. To the extent that this Plan  constitutes a plan of distribution
         adopted  pursuant to the Rule,  it shall remain in effect as such so as
         to  authorize  the use of a Fund's  assets in the  amounts  and for the
         purposes set forth herein, notwithstanding the occurrence of the Plan's
         assignment   (as  defined  in  the  Act).   To  the  extent  this  Plan
         concurrently constitutes an agreement relating to the implementation of
         the plan of distribution, it shall terminate automatically in the event
         of its assignment, and a Fund may continue to make payments pursuant to
         this  Plan only (a) upon the  approval  of the  Board of  Directors  in
         accordance with the procedures set forth in paragraph 4 hereof, and (b)
         if the  obligations  of XX Xxxxx under this Plan are to be performed by
         any organization other than XX Xxxxx, upon such organization's adoption
         and  assumption  in writing of all  provisions  of this Plan as a party
         hereto.

             9. XX Xxxxx shall give the  Company the benefit of XX Xxxxx'x  best
         judgment  and  efforts in  rendering  services  under this Plan.  As an
         inducement  to XX Xxxxx'x  undertaking  to render these  services,  the
         Company  agrees that XX Xxxxx  shall not be liable  under this Plan for
         any  mistakes in judgment or in any other event  whatsoever  except for
         lack of good faith,  provided that nothing in this Plan shall be deemed
         to protect or purport to protect XX Xxxxx  against any liability to the
         Company  or its  stockholders  to  which XX Xxxxx  would  otherwise  be
         subject by reason of willful misfeasance, bad faith or gross negligence
         in the performance of XX Xxxxx'x duties under this Plan or by reason of
         XX Xxxxx'x reckless disregard of its obligation and duties hereunder.

             10. XX Xxxxx may also make  payments out of its own funds for costs
         and  expenses  associated  with the  distribution  and sale of a Fund's
         Class A shares,  including payments to the persons and for the purposes
         set forth in Section 2 hereof.

             11. XX Xxxxx shall  prepare and furnish to the  Company's  Board of
         Directors,  and the Company's  Board of Directors shall review at least
         quarterly, a written report setting forth all amounts expended pursuant
         to this Plan and any related agreements and the purposes for which such
         expenditures were made.

             12. The Company  shall  preserve  copies of this Plan,  any related
         agreements  and any reports made  pursuant to this Plan for a period of
         not less than six years from the date of this Plan or any such  related
         agreement or report. For the first two years,  copies of such documents
         shall be preserved in an easily accessible place.

             13. The  provisions  of this Plan are  severable  for each class of
         shares  and each Fund and if  provisions  of the Plan  applicable  to a
         particular  class or Fund are  terminated,  the  remainder  of the Plan
         provisions applicable to the other remaining classes or Funds shall not
         be invalidated thereby and shall be given full force and effect.

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     IN WITNESS  WHEREOF,  each of the parties has caused this  instrument to be
executed in its name and on its behalf by its duly authorized representatives as
of the date first above written.

                                            SOGEN FUNDS, INC.



                                            By______________________________
                                                     Title:  President

                                            XX XXXXX SECURITIES CORPORATION



                                            By______________________________
                                                     Title:  President

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