May 30, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: SoGen International Fund, Inc.
(File Nos. 2-34329; 811-1922)
Dear Sir or Madam:
On behalf of SoGen International Fund, Inc. (the
"Fund"), attached for filing in electronic format pursuant to
Rule 497(e) under the Securities Act of 1933 is a supplement to
the Fund's Prospectus and a supplement to the Fund's Statement of
Additional Information.
No fees are required in connection with this filing.
Please acknowledge receipt of these attachments. If
you have any questions or comments, please contact the
undersigned at (212)278-5853.
Very truly yours,
/s/ PHILIP J. BAFUNDO
Philip J. Bafundo
Vice President
Enclosure
SOGEN INTERNATIONAL FUND, INC.
Supplement to Prospectus
The Fund's prospectus, dated July 31, 1995, has been amended
by adding the following new section at the end of page seven:
Investment in Other Investment Companies
The Fund may invest up to 10% of its total assets in other
investment companies, provided that no more than 5% of the Fund's
total assets may be invested in a single investment company and
the Fund may not acquire more than 3% of the outstanding voting
securities of a single investment company.
Investment in another investment company may involve
the payment of a premium above the value of the issuer's
portfolio securities, and is subject to market availability. In
the case of a purchase of shares of such a company in a public
offering, the purchase price may include an underwriting spread.
The Fund does not intend to invest in such an investment company
unless, in the judgment of SOGEN A.M. Corp., the potential
benefits of such investment justify the payment of any applicable
premium or sales charge. As a shareholder in another investment
company, the Fund would bear its ratable share of that investment
company's expenses, including its advisory and administration
fees. At the same time, the Fund would continue to pay its own
management fees and other expenses.
May 30, 1996
SOGEN INTERNATIONAL FUND, INC.
Supplement to Statement of Additional Information
The Fund's statement of additional information, dated July
31, 1995, has been amended as follows:
1) the Fundamental Restrictions section beginning on page 5 is
revised as follows:
a) paragraph 6 regarding investment in other investment
companies is eliminated.
b) paragraph 7 is amended and restated as new paragraph 6
to read as follows:
6. It may not make loans, but this restriction shall not
prevent the Fund from
(a) buying a part of an issue of bonds, debentures, or other
obligations that are publicly distributed, or from investing
up to an aggregate of 15% of its total assets (taken at
market value at the time of each purchase) in parts of
issues of bonds, debentures or other obligations of a type
privately placed with financial institutions or (b) lending
portfolio securities, provided that the Fund may not lend
securities if, as a result, the aggregate value of all
securities loaned would exceed 33% of its total assets
(taken at market value at the time of such loan).*
* The Fund has no present intention of lending portfolio
securities.
2) adding the following paragraph to the end of the Restricted
Securities section on page 5:
Notwithstanding the above, the Fund may purchase
securities that have been privately placed but that are
eligible for purchase and sale under Rule 144A under the
1933 Act. That rule permits certain qualified institutional
buyers, such as the Fund, to trade in privately placed
securities that have not been registered for sale under the
1933 Act. SOGEN A.M. Corp., under the supervision of the
Board of Directors of the Fund, will consider whether
securities purchased under Rule 144A are illiquid and thus
subject to the Fund's restriction on investing in illiquid
securities. A determination as to whether a Rule 144A
security is liquid or not is a question of fact. In making
this determination, SOGEN A.M. Corp. will consider the
trading markets for the specific security, taking into
account the unregistered nature of a Rule 144A security. In
addition, SOGEN A.M. Corp. could consider (1) the frequency
of trades and quotes, (2) the number of dealers and
potential purchasers, (3) the dealer undertakings to make a
market, and (4) the nature of the security and of market
place trades (e.g., the time needed to dispose of the
security, the method of soliciting offers and the mechanics
of transfer). The liquidity of Rule 144A securities would
be monitored and if, as a result of changed conditions, it
is determined that a Rule 144A security is no longer liquid,
the Fund's holdings of illiquid securities would be reviewed
to determine what steps, if any, are required to assure that
the Fund does not invest more than the maximum percentage of
its assets in illiquid securities. Investing in Rule 144A
securities could have the effect of increasing the amount of
the Fund's assets invested in illiquid securities if
qualified institutional buyers are unwilling to purchase
such securities.
May 30, 1996
