<PAGE> 1
APPENDIX I
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24f-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24f-2
1. Name and address of issuer: OFFITBANK Investment Fund, Inc.
237 Park Avenue - 9th Floor
New York, New York 10017
2. Name of each series or class of
funds for which this notice is filed:
OFFITBANK High Yield Fund
OFFITBANK Emerging Markets Fund
OFFITBANK New York Municipal Fund
3. Investment Company Act File Number: 811 - 8036
Securities Act File Number: 33 - 70116
4. Last day of fiscal year for which this notice is filed: December 31, 1995
5. Check box if this notice is being filed more
than 180 days after the close of the issuer's
fiscal year for purposes of reporting securities
sold ofter the close of the fiscal year but
before terminiation of the issuer's 24f-2
declaration: [ ]
6. Date of termination of issuer's declaration
under rule 24f-2(a)(1), if applicable (see
instruction A.6):
7. Number and amount of securites of the same class
or series which has been registered under the
Securities Act of 1933 other than pursuant to
Rule 24f-2 in a prior fiscal year, but which
remained unsold at the beginning of the fiscal
year: 0
8. Number and amount of securities registerd during
the fiscal year other than pursuant to Rule
24f-2: 0
9. Number and aggregate sale price of securities
sold during the fiscal year:
<TABLE>
<S> <C> <C>
OFFITBANK High Yield Fund 26,556,487 $256,321,969
OFFITBANK Emerging Markets Fund 2,699,458 25,099,840
OFFITBANK New York Municipal Fund 1,507,243 15,433,921
---------- ------------
Total 30,763,188 $296,855,730
</TABLE>
10. Number and aggregate sale price of securities
sold during the fiscal year in reliance upon
registration pursuant to Rule 24f-2:
<TABLE>
<S> <C> <C>
OFFITBANK High Yield Fund 26,556,487 $256,321,969
OFFITBANK Emerging Markets Fund 2,699,458 25,099,840
OFFITBANK New York Municipal Fund 1,507,243 15,433,921
---------- ------------
Total 30,763,188 $296,855,730
</TABLE>
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11. Number and aggregate sale price of securities
issued during the fiscal year in connection with
dividend reinvestment plans, if applicable (see
instruction B.7):
<TABLE>
<S> <C> <C>
OFFITBANK High Yield Fund 2,237,907 $21,843,278
OFFITBANK Emerging Markets Fund 231,369 2,172,548
OFFITBANK New York Municipal Fund 19,264 198,979
--------- -----------
Total 2,488,540 $24,214,805
</TABLE>
12. Calculation of registration fees:
<TABLE>
<S> <C> <C>
(i) Aggregate sale price of securities sold
during the fiscal year in reliance on
24f-2 (from item 10): $ 296,855,730
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable): + 24,214,805
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year: -
OFFITBANK High Yield Fund $43,708,022
OFFITBANK Emerging Markets Fund 10,439,165
OFFITBANK New York Municipal Fund 3,422,663
-----------
Total $57,569,850 57,569,850
(iv) Aggregate price of shares redeemed or
repurchased and previously applied as a
reduction to filing fees pursuant to
Rule 24e-2 (if applicable): + 0
-----------
(v) Net aggregate price of securities sold
and issued during fiscal year in
reliance on Rule 24f-2 [line (i) plus
line (ii), less line (iii) plus line
(iv)] (if applicable): 263,500,685
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation (see
instruction c.6): x 0.00034483
-----------
(vii) Fee due [line (i) or line (v)
multiplied by line (vi)] = 90,862.94
===========
</TABLE>
13. Check box if fees are being remitted to the
Commission's lockbox depository as described in
section 3A of the Commission's Rules of Informal
and Other Procedures (17CFR 202.3A). [ ]
Date of mailing or wire transfer of filing fees to the Commission's lockbox
depository
This report has been signed below by the following persons on behalf of the
issuer and in the capacities and the date indicated.
By (Signature and Title) /s/ Gordon M. Forrester
-----------------------------------------------------
Gordon M. Forrester Assistant Treasurer
-----------------------------------------------------
Date: February 26, 1996
-----------------
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[PIPER & MARBURY LETTERHEAD]
February 20, 1996
OFFITBANK Investment Fund, Inc.
237 Park Avenue - 9th Floor
New York, New York 10017
Rule 24f-2 Notice
Dear Sirs:
We have acted as Maryland counsel to OFFITBANK Investment Fund, Inc.
(the "Fund"). In that capacity, the Fund has requested that we render the
opinion of counsel referred to in paragraph (b)(1) of Rule 24f-2 under the
Investment Company Act of 1940 in connection with the Fund's filing of a Rule
24f-2 Notice dated February 14, 1996 pursuant to such Rule 24f-2 for the Fund's
fiscal year ended December 31, 1995 (the "Rule 24f-2 Notice").
In response to the Fund's request, we have examined the Fund's Articles
of Incorporation filed with the State Department of Assessments and Taxation of
Maryland (the "SDAT") on September 8, 1993, Articles of Amendment and
Restatement filed with the SDAT on January 28, 19944, and Articles Supplementary
filed with the SDAT on February 21, 1995; by-laws; a good-standing certificate
recently issued by the SDAT; the corporate action taken by the Fund that
provides for the issuance of the shares, a Certificate of Secretary and a
Certificate of Treasurer of the Fund, both dated the date hereof, upon which we
have relied without independent verification and such statutes, regulations,
corporate records, and documents that we deemed necessary or advisable for
purposes of the following opinion. We have also relied on the statements
contained in the Fund's Rule 24f-2 notice regarding the matters set forth
therein. In such examination we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, and the
conformity with originals of all documents submitted to us as copies.
<PAGE> 2
OFFITBANK INVESTMENT FUND, INC. [PIPER & MARBURY LETTERHEAD]
February 20, 1996
Page 2
On the basis of the foregoing and of such other legal considerations
that we deemed relevant, and limited in all respects to applicable Maryland law,
we are of the opinion and advise you as follows:
1. The Fund is a corporation duly organized, validly existing and
in good standing under the laws of the State of Maryland; and
2. The 26,556,487 shares of OFFITBANK High Yield Fund, 2,699,458
shares OFFITBANK Emerging Markets Fund and 1,507,243 shares of OFFITBANK New
York Municipal Fund, par value $.001 per share, of Common Stock of the Fund
which the Fund reported in the Rule 24f-2 Notice as having been sold during its
fiscal year ended December 31, 1995 were legally issued, fully paid and
nonassessable.
We are admitted to practice under the laws of the State of Maryland and
we express no opinion as to the laws of any jurisdiction other than the laws of
the State of Maryland. This opinion is being furnished to you solely for your
benefit and may not be relied upon by any other person.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Fund's Rule 24f-2
Notice pursuant to the Investment Company Act of 1940.
Very truly yours,
/s/ Piper & Marbury L.L.P.
-----------------------------
Piper & Marbury L.L.P.
