<PAGE>
-------------------------------------------
OFFITBANK High Yield Fund
OFFITBANK Emerging Markets Fund
OFFITBANK Investment Grade Global Debt Fund
OFFITBANK Global Convertible Fund
OFFITBANK Latin America Total Return Fund
---------------------------
PROSPECTUS
MARCH 3, 1995
AS SUPPLEMENTED THROUGH FEBRUARY 12, 1996
THE
[LOGO]
INVESTMENT FUND, INC.
<PAGE>
-------------------------------------------
The OFFITBANK Investment Fund, Inc. currently intends to offer eight no-load
mutual funds designed to meet a variety of investment objectives.
INVESTORS LOOKING TO BROADEN THE INVESTMENT
EXPOSURE IN THEIR PORTFOLIOS SHOULD CONSIDER:
High Yield Fund
Emerging Markets Fund
Investment Grade Global Debt Fund
Global Convertible Fund
Latin America Total Return Fund
INVESTORS SEEKING TO MAXIMIZE AFTER-TAX TOTAL RETURNS SHOULD CONSIDER:
National Municipal Fund
California Municipal Fund
New York Municipal Fund
For more complete information on any of the OFFITBANK Funds listed above,
refer to the Fund's prospectus.
-------------------------------------------
The text above is not part of the Prospectus.
<PAGE>
PROSPECTUS
THE INVESTMENT FUND, INC.
- ------------------------------------------------
INVESTMENT PORTFOLIOS:
HIGH YIELD FUND
EMERGING MARKETS FUND
INVESTMENT GRADE GLOBAL DEBT FUND
GLOBAL CONVERTIBLE FUND
LATIN AMERICA TOTAL RETURN FUND
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
The OFFITBANK Investment Fund, Inc. (the "Company") is an open-end,
management investment company that currently intends to offer eight separate,
no-load, non-diversified investment portfolios which each have a different
investment objective. This Prospectus relates to the following five portfolios
(each a "Fund"):
The OFFITBANK HIGH YIELD FUND'S primary investment objective is high current
income. Capital appreciation is a secondary objective.
The OFFITBANK EMERGING MARKETS FUND'S investment objective is to provide
investors with a competitive total return by focusing on current yield and
opportunities for capital appreciation.
The OFFITBANK INVESTMENT GRADE GLOBAL DEBT FUND'S investment objective is to
achieve a competitive fixed-income total return.
The OFFITBANK GLOBAL CONVERTIBLE FUND'S investment objective is to maximize
total return from a combination of capital appreciation and investment income.
The OFFITBANK LATIN AMERICA TOTAL RETURN FUND'S investment objective is to
maximize total investment return from a combination of capital appreciation and
current income.
Shares of any Fund may be exchanged for shares of any other Fund or for
shares of other portfolios of the Company not covered by this Prospectus. The
investment objectives of these other portfolios are described below. Information
about these portfolios is contained in a separate Prospectus and Statement of
Additional Information, each dated February 15, 1995, and each of which is
available from OFFITBANK without charge by calling 1-800-618-9510.
The OFFITBANK NATIONAL MUNICIPAL FUND'S investment objective is to maximize
total after-tax return, consistent with a prudent level of credit risk.
The OFFITBANK CALIFORNIA MUNICIPAL FUND'S investment objective is to
maximize total after-tax return for California residents, consistent with a
prudent level of credit risk.
The OFFITBANK NEW YORK MUNICIPAL FUND'S investment objective is to maximize
total after-tax return for New York residents, consistent with a prudent level
of credit risk.
EACH FUND MAY INVEST IN HIGH YIELD, HIGH RISK DEBT SECURITIES WHICH ARE
CONSIDERED SPECULATIVE AND SUBJECT TO CERTAIN RISKS. SEE "INVESTMENT OBJECTIVES
AND POLICIES" AND "SPECIAL RISK CONSIDERATIONS". There can be no assurance that
the Funds' investment objectives will be achieved.
OFFITBANK serves as the Funds' investment adviser (the "Adviser"). The
Adviser is a New York State chartered trust company which currently manages in
excess of $6.5 billion in assets principally invested in global fixed income
securities.
The address of the Company is 237 Park Avenue, Suite 910, New York, New York
10017. Yield and other information regarding the Funds may be obtained by
calling the Company at 1-800-618-9510.
This Prospectus briefly sets forth certain information about the Funds that
investors should know before investing. Investors are advised to read this
Prospectus and retain it for future reference. Additional information about the
Funds, contained in a Statement of Additional Information dated March 3, 1995,
as supplemented through February 12, 1996, and as it may be further as amended
or supplemented from time to time, has been filed with the Securities and
Exchange Commission (the "Commission") and is available to investors without
charge by calling 1-800-618-9510. The Statement of Additional Information is
incorporated in its entirety by reference into this Prospectus. INVESTORS ARE
ADVISED THAT SHARES OF THE FUNDS ARE NOT DEPOSITS OR OBLIGATIONS OF, OR ENDORSED
OR GUARANTEED BY, OFFITBANK OR ANY AFFILIATES OF OFFITBANK, NOR ARE THEY
FEDERALLY INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION, THE FEDERAL
RESERVE BOARD OR ANY OTHER AGENCY. THE COMPANY IS NOT AUTHORIZED TO ENGAGE IN
THE BUSINESS OF BANKING.
----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
----------------------------
March 3, 1995
As Supplemented through February 12, 1996
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Prospectus Summary.......................................... 3
Expense Information......................................... 7
Financial Highlights........................................ 9
Investment Objectives and Policies.......................... 10
Other Investment Policies................................... 15
Special Risk Considerations................................. 22
Limiting Investment Risks................................... 31
Management.................................................. 32
Dividends and Distributions................................. 34
Purchase of Shares.......................................... 34
Redemption of Shares........................................ 35
Shareholder Services........................................ 37
Net Asset Value............................................. 37
Taxes....................................................... 38
Performance Information..................................... 40
The Transfer................................................ 40
Additional Information...................................... 41
Reports to Shareholders..................................... 42
Appendix A.................................................. A-1
Appendix B.................................................. B-1
</TABLE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS, OR IN THE FUNDS' STATEMENT OF
ADDITIONAL INFORMATION INCORPORATED HEREIN BY REFERENCE, IN CONNECTION WITH THE
OFFERING MADE BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE FUNDS
OR THEIR DISTRIBUTORS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING BY THE
FUNDS OR BY THE DISTRIBUTORS IN ANY JURISDICTION IN WHICH SUCH OFFERING MAY NOT
LAWFULLY BE MADE.
2
<PAGE>
PROSPECTUS SUMMARY
WHAT ARE THE FUNDS?
OFFITBANK High Yield Fund (the "High Yield Fund"), OFFITBANK Emerging Markets
Fund (the "Emerging Markets Fund"), OFFITBANK Investment Grade Global Debt Fund
(the "Global Debt Fund"), OFFITBANK Global Convertible Fund (the "Global
Convertible Fund") and OFFITBANK Latin America Total Return Fund (the "Latin
America Total Return Fund") (each a "Fund" and, collectively, the "Funds") are
no-load, separate, non-diversified investment portfolios of The OFFITBANK
Investment Fund, Inc. (the "Company"), an open-end management investment company
incorporated in Maryland on September 8, 1993. As of the date of this
Prospectus, the Global Debt, Global Convertible and Latin America Total Return
Funds have not yet commenced investment operations. The Company is not
authorized to engage in the business of banking.
WHAT ARE THE FUNDS' OBJECTIVES AND POLICIES?
The HIGH YIELD FUND'S primary investment objective is high current income.
Capital appreciation is a secondary objective. The High Yield Fund invests,
under normal circumstances, at least 65% of its total assets in U.S. corporate
fixed income securities rated below investment grade, offering potential returns
that are sufficiently high to justify the greater investment risks.
The EMERGING MARKETS FUND'S investment objective is to provide investors with a
competitive total investment return by focusing on current yield and
opportunities for capital appreciation. The Fund seeks to achieve its investment
objective by investing primarily in corporate and sovereign debt securities of
emerging market countries. Under normal circumstances, the Emerging Markets Fund
will invest at least 80% of its total assets in debt instruments denominated in
any currency, including U.S. dollars, but may invest up to 20% of its total
assets in equity securities. See "Limiting Investment Risks".
The GLOBAL DEBT FUND'S investment objective is to achieve a competitive fixed
income total investment return. Total investment return is the combination of
income and changes in value. Under normal circumstances, the Global Debt Fund
invests at least 75% of its total assets in a wide range of investment grade
debt securities issued anywhere in the world, including the United States, and
denominated in any currency, including U.S. dollars. Up to 25% of the Fund's
total assets may be invested in below investment grade debt securities.
The GLOBAL CONVERTIBLE FUND'S investment objective is to maximize total return
from a combination of capital appreciation and investment income. The Fund will
seek to achieve its objective by investing primarily in an internationally
diversified portfolio of convertible debt securities, convertible preferred
stocks and "synthetic" convertible securities consisting of a combination of
debt securities or preferred stock and warrants or options. Under normal
circumstances, the Fund will invest at least 65% of its total assets in
traditional convertible securities and may invest up to 35% of its total assets
in synthetic convertible securities. The Fund may invest anywhere in the world,
including the United States, and its investments may be denominated in any
currency, including U.S. dollars. All or a portion of the Fund's assets may be
invested in below investment grade debt securities.
The LATIN AMERICA TOTAL RETURN FUND'S investment objective is to maximize total
investment return from a combination of capital appreciation and current income.
The Fund will seek to achieve its objective by investing, under normal market
conditions, at least 65% of its total assets in a combination of equity
securities and debt securities (including convertible debt securities) of Latin
American issuers (as defined in this Prospectus). While the relative portion of
the Fund's total assets allocated between equity and debt securities of Latin
American issuers will vary from time to time, depending on market conditions and
investment opportunities, the Fund does not intend to invest more than 80% of
its total assets in either asset class of securities at any one time.
WHO IS THE FUNDS' INVESTMENT ADVISER?
OFFITBANK (the "Adviser"), a New York State chartered trust company, provides
investment advisory services to the Funds. Under its charter, the Adviser may
neither accept deposits nor make loans except for
3
<PAGE>
deposits or loans arising directly from its exercise of the fiduciary powers
granted it under the New York Banking Law. The Adviser's principal business is
the rendering of discretionary investment management services to high net worth
individuals and family groups, foundations, endowments and corporations. The
Adviser specializes in global asset management and offers its clients a complete
range of investments in capital markets throughout the world. The Adviser
currently manages in excess of $6.5 billion in assets principally invested in
global fixed income securities and serves as investment adviser to sixteen
registered investment companies (or portfolios thereof). For its services as
investment adviser, the Adviser is entitled to receive from each Fund a monthly
fee based upon the average daily net assets of such Fund at the following annual
rates: .85% for the first $200,000,000 of assets and .75% for amounts in excess
thereof in the case of the High Yield Fund; 90% for the first $200,000,000 of
assets and .80% for amounts in excess thereof in the case of the Emerging
Markets Fund; .80% for the first $200,000,000 of assets and .70% for amounts in
excess thereof in the case of the Global Debt Fund; .90% in the case of the
Global Convertible Fund and 1.00% in the case of the Latin America Total Return
Fund. The investment advisory fee for each Fund is higher than that paid by most
investment companies, but is comparable to that paid by other investment
companies that have similar investment strategies. See "Management".
HOW DO YOU PURCHASE AND REDEEM SHARES OF THE FUNDS?
Shares of the Funds may be purchased from the Company's distributor, OFFIT Funds
Distributor, Inc., at the next determined net asset value per share. The minimum
initial investment in each of the Funds is $250,000. The minimum for subsequent
investments is $10,000. The Company's officers are authorized to waive the
minimum initial and subsequent investment requirements. See "Purchase of
Shares". Each Fund has adopted a Plan of Distribution which permits the
reimbursement by such Fund of distribution expenses on an annual basis. See
"Management--Distributor".
Each Fund redeems shares on any business day at the next determined net asset
value. There is no redemption fee. The redemption price may be more or less than
the purchase price. See "Redemption of Shares".
WHEN DO THE FUNDS PAY DIVIDENDS AND MAKE DISTRIBUTIONS?
The High Yield and Global Debt Funds intend to declare dividends daily and pay
dividends monthly, the Emerging Markets and Latin America Total Return Funds
intend to declare dividends daily and pay dividends quarterly and the Global
Convertible Fund intends to declare and pay dividends quarterly. Shareholders of
each Fund will receive dividends in additional Fund shares or may elect to
receive cash. See "Dividends and Distributions".
WHAT ARE THE SPECIAL RISK CONSIDERATIONS FOR INVESTORS IN THE FUNDS?
SHARE PRICE FLUCTUATIONS. Each Fund's net asset value and its share price will
fluctuate, reflecting fluctuations in the market value of its portfolio
positions. The value of the securities held by each Fund generally fluctuates,
to varying degrees, based on, among other things, (1) interest rate movements
and, for debt securities, their duration, (2) changes in the actual and
perceived creditworthiness of the issuers of such securities, (3) changes in any
applicable foreign currency exchange rates, (4) social, economic or political
factors, (5) factors affecting the industry in which the issuer operates, such
as competition or technological advances and (6) factors affecting the issuer
directly, such as management changes or labor relations.
NON-U.S. ISSUERS. Individual foreign economies in general and those of Latin
American and other emerging market countries in particular may differ favorably
or unfavorably and significantly from the U.S. economy in such respects as the
rate of growth of gross domestic product or gross national product, rate of
inflation, currency depreciation, capital reinvestment, resource
self-sufficiency, structural unemployment and balance of payments position. A
Fund's investments in foreign securities generally involve certain special risks
and considerations not typically associated with investments in U.S. securities,
including risks relating to (i) economic, political and social factors; (ii)
more substantial government involvement in the economy; (iii) restrictions on
foreign investment and repatriation of capital; (iv) foreign exchange matters,
including fluctuations in the rate of exchange between the dollar and the
applicable foreign currency, exchange control regulations and costs associated
with conversion of investment principal and income from one currency to
4
<PAGE>
another; (v) higher rates of inflation; and (vi) differences between the
securities markets of the United States and those in other countries. Factors
contributing to differences between the securities markets of the United States
and those in other countries include greater price volatility, less liquidity
and smaller market capitalization of the securities markets, the fact that a
relatively small number of companies may represent a substantial portion of
market capitalization, delays or other material difficulties in connection with
clearance and settlement of securities transactions, the lack of sufficient
capital to expand market operations, the possibility of permanent or temporary
termination of trading, greater spreads between bid and ask prices for
securities and the absence of uniform accounting, auditing and financial
reporting standards, practices and disclosure requirements, such that certain
material disclosures may not be made and less information may be available to
investors investing in non-U.S. securities than to investors investing in U.S.
securities, and less government supervision and regulation. See "Special Risk
Considerations--Securities of Non-U.S. Issuers".
A Fund's participation in the currency, options and futures markets involves
certain risks and transaction costs. Each of these risks generally is greater
for investments in Latin America and emerging markets because of the special
risks associated with investing in such markets. An investment in the Emerging
Markets, Global Convertible and Latin America Total Return Funds, and to the
extent they invest in emerging markets securities, the High Yield and Global
Debt Funds, should be considered speculative. Certain foreign countries may
impose withholding taxes on income earned and/or gains realized by the Funds in
connection with investments in such countries.
SOVEREIGN DEBT. Certain Funds may also invest in sovereign debt of emerging
markets countries, including "Brady Bonds" which are debt securities issued or
guaranteed by foreign governments in exchange for existing external commercial
bank indebtedness. These securities involve a high degree of risk because the
issuer of the debt or the governmental authorities that control the repayment of
the debt may be unable or unwilling to repay principal and/or interest when due
in accordance with the terms of such debt. Sovereign debt securities in which
the Funds will invest are widely considered to have a credit quality below
investment grade. As a result, such securities may be regarded as predominantly
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligations.
CONVERTIBLE SECURITIES. The value of a convertible security is a function of its
"investment value" (determined by its yield in comparison with the yields of
other securities of comparable maturity and quality that do not have a
conversion privilege) and its "conversion value" (the security's worth, at
market value, if converted into the underlying common stock). The investment
value of a convertible security is influenced by changes in interest rates and
the yield of similar non-convertible securities, with investment value declining
as interest rates increase and increasing as interest rates decline. The
conversion value of a convertible security is influenced by changes in the
market price of the underlying common stock. If, because of a low price of the
underlying common stock, the conversion value is low relative to the investment
value, the price of the convertible security is governed principally by its
investment value. To the extent the market price of the underlying common stock
approaches or exceeds the conversion price, the price of the convertible
security will be increasingly influenced by its conversion value, and the
convertible security may sell at a premium over its conversion value to the
extent investors place value on the right to acquire the underlying common stock
while holding a fixed income security. If no capital appreciation occurs on the
underlying common stock, this premium may not be fully recovered.
As a result of the conversion feature, the interest rate or dividend preference
on a convertible security, while generally offering a yield greater than that on
the underlying common stock, is generally less than it would be if the security
was not convertible. In addition, although the Adviser believes that convertible
securities available in the market generally contain provisions adequate to
protect the value of the securities from dilution, in the absence of adequate
anti-dilution provisions dilution in the value of a Fund's holding may occur in
the event the underlying stock is subdivided, additional securities are issued,
a stock dividend is declared, or the issuer enters into another type of
corporate transaction which increases its outstanding equity securities.
HIGH YIELD, HIGH RISK DEBT SECURITIES. All or a substantial portion of the
securities purchased by the High Yield, Emerging Markets, Global Convertible and
Latin America Total Return Funds, and, at the time of
5
<PAGE>
investment, up to 25% of the total assets of the Global Debt Fund, may be high
yield, high risk debt securities. Investment by the Funds in such securities
involves a high degree of credit risk. Such investments are regarded as
speculative by the major rating agencies.
NON-DIVERSIFIED FUNDS. Each Fund normally invests in a substantial number of
issuers; however, each Fund is classified as "non-diversified" under the
Investment Company Act of 1940, as amended (the "1940 Act"), and the value of
its shares may fluctuate more than the shares of a diversified fund.
OTHER INVESTMENT POLICIES. In addition, prospective investors in the Funds
should consider the following factors: (1) each Fund may invest in repurchase
agreements, which entail a risk of loss should the seller default in its
obligation to repurchase the security which is the subject of the transaction;
(2) each Fund may lend its investment securities, which entails a risk of loss
should the borrower fail financially; (3) each Fund may purchase securities on a
when-issued basis, which may decline or appreciate in market value prior to
their actual delivery to the Fund; (4) each Fund may invest a portion of its
assets in various types of derivative instruments (including futures contracts,
options on futures contracts and options on securities, currencies and indices),
which entail certain costs and risks including imperfect correlation between the
value of the security being hedged and the value of the particular derivative
instrument, and the risk that a Fund could not close out a position in such a
derivative instrument when it would be most advantageous to do so; (5) each Fund
may invest in mortgage-backed and/or asset-backed securities, the value of which
may be highly sensitive to interest rate changes; (6) each Fund may invest in
structured products, including among others, inverse floaters, spread trades and
notes linked by a formula to the price of an underlying instrument or currency,
all of which generally are subject to greater volatility than an investment
directly in the underlying market or security; and (7) certain Funds may borrow
money from banks, a speculative technique known as leveraging.
See "Special Risk Considerations" for additional information regarding certain
risks associated with investment in the Funds.
6
<PAGE>
EXPENSE INFORMATION
The following Expense Summary lists the costs and expenses that a
shareholder can expect to incur as an investor in each Fund.
EXPENSE SUMMARY
<TABLE>
<CAPTION>
GLOBAL LATIN AMERICA
HIGH YIELD EMERGING GLOBAL DEBT CONVERTIBLE TOTAL RETURN
FUND MARKETS FUND FUND FUND FUND
----------- ------------ ----------- ------------- ---------------
<S> <C> <C> <C> <C> <C>
SHAREHOLDER TRANSACTION EXPENSES
Maximum Sales Load Imposed on Purchases (as a percentage of
offering price).......................................... None None None None None
Sales Load Imposed on Reinvested Dividends................. None None None None None
Redemption Fee............................................. None None None None None
Exchange Fee............................................... None None None None None
ANNUAL FUND OPERATING EXPENSES (as a percentage of average
net assets)
Advisory Fees (after waivers)*............................. 0.80% 0.90% 0.36% 0.70% 0.00%
Rule 12b-1 Fees (after waivers)**.......................... 0.00% 0.00% 0.00% 0.00% 0.00%
Other Expenses (estimated, after waivers)***............... 0.25% 0.60% 0.94% 0.80% 2.00%
----- ----- ----- ----- -----
Total Fund Operating Expenses (after waivers)+............. 1.05% 1.50% 1.30% 1.50% 2.00%
----- ----- ----- ----- -----
----- ----- ----- ----- -----
</TABLE>
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* Reflects voluntary waivers of advisory fees for the Global Debt, Global
Convertible and Latin America Total Return Funds. The Adviser has agreed to
voluntarily waive all or a portion of its advisory fee to the extent
necessary to maintain the Total Fund Operating Expenses for the Global Debt,
Global Convertible and Latin America Total Return Funds at or below 1.30%,
1.50% and 2.00%, respectively, through at least April 30, 1996. Absent such
voluntary waivers, the ratio of advisory fees to average net assets would be
0.80% for the Global Debt, 0.90% for the Global Convertible Fund and 1.00%
for the Latin America Total Return Fund.
** Each Fund is authorized to spend up to 0.25% of its net assets annually in
accordance with its Plan of Distribution to reimburse its distributor for
activities primarily intended to result in the sale of its shares. However,
the Distributor has waived its right to seek reimbursement under the Plan of
Distribution through at least April 30, 1996. See "Management--Distributor".
*** As of the date of this Prospectus, as supplemented, the Global Debt, Global
Convertible and Latin America Total Return Funds had not commenced
investment operations. The amounts set forth for "Other Expenses" for these
Funds are therefore based on estimates for the current fiscal year, after
giving effect to voluntary waivers of administration fees, which are
expected to be in effect through at least April 30, 1996. "Other Expenses"
include audit, administration, custody, shareholder servicing, legal,
registration, transfer agency and miscellaneous other charges. Absent the
aforementioned waivers, the ratio of "Other Expenses" to average daily net
assets would be 0.33% for the High Yield Fund, 0.68% for the Emerging
Markets Fund, 1.09% for the Global Debt Fund, 0.95% for the Global
Convertible Fund and 2.15% for the Latin America Total Return Fund.
+ Absent the voluntary waivers referred to above, the ratio of "Total Fund
Operating Expenses" to average net assets would be 1.38% for the High Yield
Fund, 1.83% for the Emerging Markets Fund, 2.14% for the Global Debt Fund,
2.10% for the Global Convertible Fund and 3.40% for the Latin America Total
Return Fund.
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For additional information with respect to the expenses identified in the table
above, see "Management" in this Prospectus and "Management" and "Distributor" in
the Statement of Additional Information.
EXAMPLE
You would pay the following expenses on a $1,000 investment, assuming (1) a 5%
annual return and (2) redemption at the end of each time period:
<TABLE>
<CAPTION>
HIGH EMERGING GLOBAL LATIN AMERICA
YIELD MARKETS GLOBAL DEBT CONVERTIBLE TOTAL RETURN
FUND FUND FUND FUND FUND
--------- ----------- ----------- --------------- ---------------
<S> <C> <C> <C> <C> <C>
1 year................................. $ 11 $ 15 $ 13 $ 15 $ 21
3 years................................ $ 33 $ 47 $ 41 $ 47 $ 65
5 years................................ $ 58 $ 82 -- -- --
10 years............................... $ 128 $ 179 -- -- --
</TABLE>
THE FOREGOING SHOULD NOT BE CONSIDERED A REPRESENTATION OF PAST OR FUTURE
EXPENSES AND RATE OF RETURN, AND ACTUAL EXPENSES MAY BE GREATER OR LESS THAN
THOSE SHOWN. Moreover, while the example assumes a 5% annual return, each Fund's
actual performance will vary and may result in actual returns that are greater
or less than 5%. The foregoing table has not been audited by the Funds'
independent accountants.
Long-term shareholders in mutual funds with Rule 12b-1 fees may pay more than
the economic equivalent of the maximum front-end sales charge permitted by rules
of the National Association of Securities Dealers, Inc.
8
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FINANCIAL HIGHLIGHTS
The table below sets forth per-share data for a share of capital stock
outstanding of the High Yield and Emerging Markets Funds, respectively, and
other selected information for the six months ended June 30, 1996 and the period
from commencement of investment operations of each Fund (March 2, 1994 for the
High Yield Fund and March 8, 1994 for the Emerging Markets Fund) to December 31,
1994. The information presented below for the period ended December 31, 1994,
has been audited by Price Waterhouse LLP, the Company's independent accountants,
whose unqualified opinion thereon is included in the Company's Annual Report and
in the Statement of Additional Information, which are both available upon
request and without charge. The information presented below for the six months
ended June 30, 1995, is unaudited. The information below should be read in
conjunction with the financial statements and the related notes thereto, which
are also contained in the Statement of Additional Information. Further
information about the Company's performance is contained in its Annual Report.
<TABLE>
<CAPTION>
HIGH YIELD FUND EMERGING MARKETS FUND
-------------------------------- --------------------------------
FOR THE FOR THE
SIX MONTHS FOR THE SIX MONTHS FOR THE
ENDED PERIOD ENDED ENDED PERIOD ENDED
JUNE 30, DECEMBER 31, JUNE 30, DECEMBER 31,
1995* 1994 1995* 1994
--------------- --------------- --------------- ---------------
<S> <C> <C> <C> <C>
SELECTED PER-SHARE DATA:
Net Asset Value, Beginning of Period................. $ 9.25 $ 10.00 $ 8.84 $ 10.00
--------------- --------------- ------- -------
Income (loss) from investment operations
Net investment income.............................. 0.44 0.72 0.41 0.81
Net realized and unrealized gains (losses)......... 0.50 (0.75) 0.30 (1.16)
--------------- --------------- ------- -------
Total from investment operations................. 0.94 (0.03) 0.71 (0.35)
--------------- --------------- ------- -------
Less dividends and distributions
Dividends (from net investment income)............. (0.44) (0.72) (0.41) (0.81)
Distributions (from realized gains)................ -- -- -- --
--------------- --------------- ------- -------
Total dividends and distributions................ (0.44) (0.72) (0.41) (0.81)
--------------- --------------- ------- -------
Net Asset Value, End of Period....................... $ 9.75 $ 9.25 $ 9.14 $ 8.84
--------------- --------------- ------- -------
--------------- --------------- ------- -------
Total Return+........................................ 10.29% (-0.27)% 8.26% (-3.82 )%
RATIOS/SUPPLEMENTAL DATA
Net Assets, End of Period (in thousands)........... $ 362,630 $ 222,317 $ 36,876 $ 28,117
Ratio of Expenses to Average Net Assets............ 1.13%(1)(2) 1.14%(1)(2) 1.50%(1)(2) 1.50%(1)(2)
Ratio of Net Income to Average Net Assets.......... 9.21%(1) 8.97%(1) 9.47%(1) 10.39%(1)
Portfolio Turnover Rate............................ 22% 42% 7% 47%
</TABLE>
- ------------------
+ Total return is based on the change in net asset value during the period
and assumes reinvestment of all dividends and distributions.
* Unaudited.
(1) Annualized.
(2) Reflects voluntary waivers of fees and reimbursement of expenses. Without
such waivers and reimbursements, the ratios of expenses to average net
assets would have been 1.19% (unaudited) and 1.22% for the High Yield Fund
for the periods ended June 30, 1995, and December 31, 1994, respectively,
and 1.79% (unaudited) and 1.80% for the Emerging Markets Fund for the
periods ended June 30, 1995, and December 31, 1994, respectively.
This table does not include information with respect to the Global Debt, Global
Convertible and Latin America Total Return Funds. As of the date of this
Prospectus, as supplemented, these Funds had not yet commenced investment
operations.
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INVESTMENT OBJECTIVES AND POLICIES
The investment objectives and policies of the Funds are set forth below. The
investment objective of each Fund is fundamental and may not be changed without
the affirmative vote of a majority of its outstanding shares. Of course, there
can be no assurance that these objectives will be achieved.
OFFITBANK HIGH YIELD FUND
The High Yield Fund's primary investment objective is high current income.
Capital appreciation is a secondary objective. The Fund seeks to achieve its
objectives by investing, under normal circumstances, at least 65% of its total
assets in U.S. corporate fixed income securities (including debt securities,
convertible securities and preferred stocks) which are lower rated or unrated at
the time of investment. In addition, the Fund seeks to invest in debt securities
which are (i) "seasoned" senior securities (as defined below) and offer
sufficiently high potential yields to justify the greater investment risk, (ii)
judged by the Adviser to be more creditworthy than generally perceived in the
marketplace, or (iii) issued by once creditworthy companies that are now
considered a high risk investment generally due to changing industry conditions,
a change in company capitalization or a reduction of earning power. The Fund
seeks capital appreciation opportunities in those special situations in which an
issuer's senior securities sell at a substantial discount in relation to their
liquidation value, or in which the creditworthiness of an issuer is believed, in
the judgment of the Adviser, to be improving. For purposes of this Prospectus, a
"senior" security of an issuer is any security entitled to preference over the
issuer's common stock in the distribution of income or assets upon liquidation.
Securities offering the high yield and appreciation potential
characteristics that the High Yield Fund seeks are generally found in mature
cyclical or depressed industries and highly leveraged companies. The Adviser
attempts to identify securities the underlying fundamentals of which are
improving or are sufficiently strong to sustain the issuer. The Adviser also
attempts to identify securities in which the asset values ultimately supporting
the credit are sufficient so that attractive returns are achievable in the event
of bankruptcy, reorganization or liquidation of the issuer. Some of the Fund's
securities may be obtained as a result of the issuer's reorganization or may be
in default or arrears.
In selecting a security for investment by the High Yield Fund, the Adviser
considers the following factors, among others: (i) the current yield, the yield
to maturity where appropriate, and the price of the security relative to other
securities of comparable quality and maturity, (ii) the balance sheet and
capital structure of the issuer, (iii) the market price of the security relative
to its face value, (iv) the rating, or absence of a rating, by Standard & Poor's
Ratings Group ("S&P"), Moody's Investors Services, Inc. ("Moody's") or Duff &
Phelps Credit Rating Co. ("D&P"), (v) the variety of issuers and industries
represented in the Fund's portfolio, and (vi) management of the issuer. Industry
trends and fundamental developments that may affect an issuer are also analyzed,
including factors such as liquidity, profitability and asset quality. The
Adviser is free to invest in high yield, high risk debt securities of any
maturity and duration and the interest rates on such securities may be fixed or
floating.
The High Yield Fund invests primarily in "seasoned" senior securities. The
Fund defines a "seasoned" security as any security whose issuer has been
operating in its current form for a considerable period of time. The Fund
generally does not invest in original issue high yield securities of newly
formed, highly leveraged corporations but reserves the right to do so. An
additional risk associated with such investments is the unproven credit quality
of newly formed corporations because of the lack of any operating history.
The higher yields sought by the High Yield Fund are generally obtainable
from non-investment grade securities (I.E., rated BB or lower by S&P or D&P, or
Ba or lower by Moody's, or if unrated, of equivalent quality as determined by
the Adviser). See Appendix A to this Prospectus for a description of ratings of
S&P, Moody's and D&P. Investments in high yield, high risk debt securities
involve comparatively greater risks, including price volatility and the risk of
default in the timely payment of interest and principal, than higher rated
securities. Some of such investments may be non-performing or in default when
purchased. See "Special Risk Considerations--High Yield, High Risk Debt
Securities".
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Although the High Yield Fund's investments are primarily in U.S. corporate
securities, it may also invest in foreign corporate debt securities, sovereign
debt, municipal securities and mortgage-backed debt having many of the
characteristics of its corporate portfolio. The Adviser does not currently
anticipate seeking investments in the common stock of any issuers. However, the
Fund may acquire securities convertible into common stock or receive common
stock in lieu of dividends, interest, or principal.
OFFITBANK EMERGING MARKETS FUND
The investment objective of the Emerging Markets Fund is to provide a
competitive total investment return by focusing on current yield and
opportunities for capital appreciation. The Fund seeks to achieve its objective
by investing primarily in corporate and sovereign debt instruments of emerging
market countries. Under normal circumstances, the Fund will invest at least 80%
of its total assets in debt instruments, but may invest up to 20% of its total
assets in equity securities. As used in this Prospectus, an "emerging market
country" is any country that is considered to be an emerging or developing
country by the International Bank for Reconstruction and Development (the "World
Bank") or the International Finance Corporation, or is determined by the Adviser
to have per capita gross domestic product below $7,500 (in 1994 dollars). Under
normal circumstances, the Fund will be invested in at least three different
countries. Subject to the restriction that the Fund will not invest 25% or more
of its total assets in obligations issued by any one country, its agencies,
instrumentalities or political subdivisions, there is no limit on the amount the
Fund may invest in issuers located in any one country, or in securities
denominated in the currency of any one country, in order to take advantage of
what the Adviser believes to be favorable yields, currency exchange conditions
or total investment return potential. The Fund's investments may be denominated
in any currency, including U.S. dollars. See "Limiting Investment Risks".
The Emerging Markets Fund seeks to benefit from investment opportunities
deriving from long-term improving economic and political conditions, and other
positive trends and developments in emerging market countries. Accordingly, the
Fund is intended primarily for long-term investors and should not be considered
as a vehicle for trading purposes. The continuation of a long-term international
trend encouraging greater market orientation and economic growth may result in
local or international political, economic or financial developments that could
benefit the capital markets in emerging market countries.
An "emerging market country" debt instrument or equity security, as used in
this Prospectus, means an instrument or security (a) of an issuer organized or
with more than 50% of its business activities in such emerging market country,
(b) denominated in such country's currency or with a primary trading market in
such emerging market country, (c) of a company which derives at least 50% of its
gross revenues from goods produced, sales made, services performed or
investments in such emerging market country, or (d) issued or guaranteed by the
government of such emerging market country, its agencies, political subdivisions
or instrumentalities, or the central bank of such country. Determinations as to
eligibility will be made by the Adviser based on publicly available information
and inquiries made to companies. See "Special Risk Considerations--Securities of
Non-U.S. Issuers" and "--High Yield, High Risk Debt Securities".
In selecting particular debt instruments for the Emerging Markets Fund, the
Adviser intends to consider factors such as liquidity, price volatility, tax
implications, interest rate sensitivity, foreign currency exchange risks,
counterparty risks and technical market considerations. The Adviser is free to
invest in debt instruments of any maturity and duration and interest rates on
such securities may be fixed or floating. Debt instruments in which the Fund may
invest will not be required to meet a minimum rating standard and a substantial
amount of such instruments are expected to be non-investment grade securities
(I.E., rated BB or lower by S&P or D&P, or Ba or lower by Moody's, or if
unrated, of comparable quality as determined by the Adviser). See Appendix A to
this Prospectus for a description of ratings of S&P, Moody's and D&P.
Investments in high yield, high risk debt securities involve comparatively
greater risks, including price volatility and the risk of default in the timely
payment of interest and principal, than higher rated securities. Some of such
investments may be non-performing securities or securities in default when
purchased. See "Special Risk Considerations--High Yield, High Risk Debt
Securities".
The Emerging Markets Fund may invest up to 20% of its total assets in common
stocks, preferred stocks, detachable warrants and other equity securities that
may or may not be listed or traded on a
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recognized securities exchange. The Fund intends that such investments in equity
securities often will be related to the Fund's investments in debt instruments,
such as those equity securities received upon the exercise of convertible debt
instruments or attached warrants, or those equity securities acquired pursuant
to investment opportunities deriving from the Fund's activities in emerging
market debt markets. The equity securities purchased by the Fund may include
American Depositary Receipts, European Depositary Receipts and interests in
investment companies.
OFFITBANK INVESTMENT GRADE GLOBAL DEBT FUND
The Global Debt Fund's investment objective is to achieve a competitive
fixed income total investment return combining capital appreciation and current
income. The Global Debt Fund will invest in an actively managed portfolio
consisting primarily of investment grade debt securities issued by issuers
located anywhere in the world, including the United States and denominated in
any currency, including U.S. dollars. Under normal circumstances, at least 75%
of the Fund's total assets will be invested in investment grade debt securities,
or if unrated, of comparable quality in the judgment of the Adviser. Up to 25%
of the Fund's total assets may be invested in debt securities rated below
investment grade, or if unrated, of comparable quality in the judgment of the
Adviser. Debt securities rated below investment grade are high yield, high risk
securities and may include non-performing securities or securities in default.
The asset mix will be selected to take advantage of inter- and intra-market
yield spreads, market sector opportunities, and potential currency appreciation
consistent with the Fund's total investment return objective. See "Limiting
Investment Risks".
The Global Debt Fund intends to invest in a wide range of debt securities
including, but not limited to, bonds, convertible securities, debentures, notes,
commercial paper, mortgage-backed securities, asset-backed securities, loan
participations and assignments, certificates of deposit and cash equivalents.
The issuers of such securities may be corporations, supranational agencies, or
governments, including their political subdivisions, agencies, or
instrumentalities. The percentage of the Fund's total assets in any particular
currency, including the U.S. dollar, will vary depending upon the economics of
the respective countries, trade flows, capital market trends, yield spreads and
political risks, among other factors.
Although the Global Debt Fund is not limited to any region, country or
currency, the Adviser currently expects to invest the Fund's assets primarily
within the major markets of Europe, Asia, Australia, Canada, Latin America and
the United States, and in securities denominated in the currencies of those
countries or regions or denominated in multinational currency units such as the
European Currency Unit. Under normal circumstances, the Fund will be invested in
at least three different countries, one of which may be the United States.
Subject to the requirement that the Fund may not invest 25% or more of its total
assets in obligations issued by the government of any one country, its agencies
or instrumentalities (other than the United States), there is no limit on the
amount the Fund may invest in issuers located in any one country, or in
securities denominated in the currency of any one country. The Fund's
investments may be denominated in any currency, including U.S. dollars. Under
normal circumstances, the Fund will invest at least 65% of its total assets in
non-U.S. dollar-denominated securities. The Fund also may invest up to 15% of
its total assets in sovereign and corporate debt securities of emerging market
countries that are rated below investment grade or if unrated, of comparable
quality in the judgment of the Adviser.
The following factors, among others, will be considered by the Adviser in
selecting portfolio securities for the Global Debt Fund: (i) the quality of the
debt securities and specifically, whether such securities are rated at least BBB
by S&P or D&P, or Baa by Moody's, or if unrated, are of comparable quality as
determined by the Adviser; (ii) the yield relative to other debt securities of
comparable quality and maturity in the same currency; (iii) the likelihood, in
the opinion of the Adviser, that the currencies in which the debt securities are
payable will strengthen against other currencies in the intermediate term,
taking into account the yield and price of such securities in each particular
currency; (iv) the diversification of the portfolio, taking into account the
availability in the market of securities of international issuers which meet the
Fund's quality, rating, yield and price criteria; and (v) whether any foreign
withholding taxes are applicable with
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respect to the securities. See Appendix A to this Prospectus for a description
of ratings of S&P, Moody's and D&P. The Adviser will be free to invest in debt
securities of any maturity and duration and the interest rates on such
securities may be fixed or floating.
The Global Debt Fund will purchase securities denominated in the currency of
countries where the Adviser believes that the interest rate environment, as well
as the general economic climate, provide investment opportunities consistent
with the Fund's total investment return objective. Investments are evaluated
primarily on the strength of the issuer, the relevant currency and the interest
rate climate of the particular country. Currency is judged on the basis of
fundamental economic criteria (E.G., inflation levels and trends, growth rate
forecasts, balance of payment status and economic policies) as well as technical
and political data. In addition, interest rates are evaluated on the basis of
differentials or anomalies that may exist between different countries.
OFFITBANK GLOBAL CONVERTIBLE FUND
The investment objective of the Global Convertible Fund is to maximize total
return from a combination of capital appreciation and investment income. The
Fund will seek to achieve its objective by investing primarily in an
internationally diversified portfolio of convertible debt securities,
convertible preferred stocks and "synthetic" convertible securities consisting
of a combination of debt securities or preferred stock and warrants or options.
Under normal circumstances, the Fund will invest at least 65% of its total
assets in traditional convertible securities and may invest up to 35% in
synthetic convertible securities. All or a portion of the Fund's total assets
may be invested in below investment grade debt securities. Under normal
circumstances, the Fund will be invested in at least three different countries,
one of which may be the United States. Subject to the restriction that the Fund
will not invest 25% or more of its total assets in obligations issued by any one
country, its agencies, instrumentalities or political subdivisions, there is no
limit on the amount the Fund may invest in issuers located in any one country,
or in securities denominated in the currency of any one country. The Fund's
investments may be denominated in any currency, including U.S. dollars.
In evaluating proposed investments the Adviser will seek to maximize the
total return on the Fund's portfolio in terms of U.S. dollars. In this regard,
the Adviser will consider factors that relate both to various securities markets
and to specific securities traded in those markets. In evaluating markets, the
Adviser will consider such factors as the condition and growth potential of
various economies and securities markets, currency and taxation factors
(including the applicability and rate of withholding taxes) and other pertinent
financial, social, national and political factors. In analyzing convertible
securities, the Adviser will consider both the yield on the convertible security
and the potential capital appreciation that is offered by the underlying common
stock. There can be no assurance that the Fund will achieve its investment
objective.
The convertible securities to be held by the Fund include any corporate debt
security or preferred stock that may be converted into underlying shares of
common stock and include both traditional convertible securities and synthetic
convertible securities. The common stock underlying convertible securities may
be issued by a different entity than the issuer of the convertible securities.
Convertible securities entitle the holder to receive interest payments paid on
corporate debt securities or the dividend preference on a preferred stock until
such time as the convertible security matures or is redeemed or until the holder
elects to exercise the conversion privilege. "Synthetic" convertible securities,
as such term is used herein, are created by combining separate securities which
possess the two principal characteristics of a true convertible security, fixed
income and the right to acquire equity securities. See "Special Risk
Considerations-- Convertible Securities" below for additional information
concerning traditional convertible securities and synthetic convertible
securities eligible for purchase by the Fund.
The Adviser believes that the characteristics of convertible securities make
them appropriate investments for an investment company seeking a high total
return from capital appreciation and investment income. These characteristics
include the potential for capital appreciation as the value of the underlying
common stock increases, the relatively high yield received from dividend or
interest payments as compared to common stock dividends and decreased risk of
decline in value relative to the underlying common stock
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due to their fixed income nature. As a result of the conversion feature,
however, the interest rate or dividend preference on a convertible security is
generally less than would be the case if the securities were issued in
nonconvertible form.
Although the Global Convertible Fund may invest in securities denominated in
any currency that are convertible into common stocks of companies located
throughout the world, it is expected that a majority of its assets will be
invested in securities denominated in U.S. dollars, or currencies of Pacific
Basin or Western European countries and convertible into equity securities of
United States, Pacific Basin or Western European corporations. To the extent the
Fund acquires synthetic convertible securities, it is expected that the debt
securities or preferred stock will principally be denominated in U.S. dollars,
or Pacific Basin or Western European currencies and the warrants or options will
principally be exercisable to purchase equity securities of U.S., Pacific Basin
or Western European issuers.
Under normal circumstances, the Fund may invest up to 20% of its assets in
other types of securities, including equity securities and nonconvertible debt
securities of U.S. and non-U.S. issuers.
The Global Convertible Fund has established no rating criteria for the debt
securities in which it may invest and such securities may not be rated at all
for creditworthiness. Securities rated in the medium to lower rating categories
of nationally recognized statistical rating organizations and unrated securities
of comparable quality are predominantly speculative with respect to the capacity
to pay interest and repay principal in accordance with the terms of the security
and generally involve a greater volatility of price and risk of default than
securities in higher rating categories. See "Special Risk Considerations--High
Yield, High Risk Debt Securities." In purchasing such securities, the Fund will
rely on the Adviser's judgment, analysis and experience in evaluating the
creditworthiness of an issuer of such securities. The Adviser will take into
consideration, among other things, the issuer's financial resources, its
sensitivity to economic conditions and trends, its operating history, the
quality of the issuer's management and regulatory matters. The Fund does not
intend to purchase debt securities that are in default or which the Adviser
believes will be in default. See Appendix A to this Prospectus for a description
of ratings of S&P, Moody's and D&P.
OFFITBANK LATIN AMERICA TOTAL RETURN FUND
The Latin America Total Return Fund's investment objective is to maximize
total investment return from a combination of capital appreciation and current
income. The Fund will seek to achieve its objective by investing, under normal
market conditions, at least 65% of its total assets in a combination of equity
securities and debt securities (including convertible debt securities) of Latin
American issuers, as defined below. While the relative portion of the Fund's
total assets allocated between equity and debt securities of Latin American
issuers will vary from time to time, depending on market conditions and
investment opportunities, the Fund does not intend to invest more than 80% of
its total assets in either asset class of securities at any one time.
The Latin America Total Return Fund seeks to benefit from investment
opportunities deriving from long-term improving economic and political
conditions, and other positive trends and developments in Latin American
countries. Accordingly, the Fund is intended primarily for long-term investors
and should not be considered as a vehicle for trading purposes. The Adviser
believes that the continuation of a long-term international trend encouraging
greater market orientation and economic growth may result in local or
international political, economic or financial developments that could benefit
the capital markets in Latin American countries.
For purposes of this Prospectus, Latin American issuers are: (i) companies
organized under the laws of a Latin American country; (ii) companies whose
securities are principally traded in Latin American countries; (iii)
subsidiaries of companies described in clause (i) or (ii) above that issue debt
securities guaranteed by, or securities payable with (or convertible into) the
stock of, companies described in clause (i) or (ii); (iv) companies that derive
at least 50% of their revenues from either goods produced or services performed
in Latin America or sales made in Latin America; and (v) the government of any
Latin American country and its agencies and instrumentalities and any public
sector entity fully or partly owned by any such government, agency or
instrumentality. For purposes of this Prospectus, "Latin America" currently
consists
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of the countries of Argentina, the Bahamas, Barbados, Belize, Bolivia, Brazil,
Chile, Colombia, Costa Rica, the Dominican Republic, Ecuador, El Salvador,
French Guiana, Guatemala, Guyana, Haiti, Honduras, Jamaica, Mexico, the
Netherlands Antilles, Nicaragua, Panama, Paraguay, Peru, Suriname, Trinidad and
Tobago, Uruguay and Venezuela.
The Latin America Total Return Fund's assets will be allocated among the
countries in Latin America in accordance with the Adviser's judgment as to where
the best investment opportunities exist. The Fund is not limited with respect to
the proportion of its total assets that may be invested in the securities of
issuers located in any one Latin American country.
The governments of some Latin American countries, to varying degrees, have
been engaged in programs of selling part or all of their stakes in
government-owned or government-controlled enterprises ("privatizations"). The
Adviser believes that privatizations may offer investors opportunities for
significant capital appreciation and intends to invest assets of the Fund in
privatizations in appropriate circumstances. The ability of foreign persons,
such as the Fund, to participate in privatizations in certain Latin American
countries may be limited by local law, or the terms on which the Fund may be
permitted to participate may be less advantageous than those for local
investors. There can be no assurance that privatization programs will continue
or be successful.
In selecting equity investments for the Fund, the Adviser seeks to identify
and invest in companies it believes offer potential for long-term capital
appreciation. In evaluating prospective investments, the Adviser will utilize
internal financial, economic and credit analysis resources as well as
information obtained from other sources. In selecting industries and companies
for investment, the Adviser will consider factors such as overall growth
prospects, competitive position in domestic and export markets, technology,
research and development, productivity, labor costs, raw material costs and
sources, profit margins, return on investment, capital resources, government
regulation and management.
Up to 80% of the total assets of the Fund may be invested at any one time in
debt securities of Latin American issuers. In selecting particular debt
securities for the Fund, the Adviser intends to consider the same factors as for
the Emerging Markets Fund. All or a substantial amount of the debt securities in
which the Fund may invest will be high yield, high risk debt securities which
are unrated and comparable in quality to debt securities rated below investment
grade (i.e., rated BB or lower by S&P and D&P, or Ba or lower by Moody's, or if
unrated, of comparable quality as determined by the Adviser). See Appendix A to
this Prospectus for a description of ratings of S&P, Moody's and D&P.
Investments in high yield, high risk debt securities are considered to be
speculative and involve comparatively greater risks, including price volatility
and the risk of default in the timely payment of interest and principal, than
investment grade securities or securities of comparable value. Some of such
investments may be non-performing securities or securities in default when
purchased. See "Special Risk Considerations--High Yield, High Risk Debt
Securities".
OTHER INVESTMENT POLICIES
GENERAL
The Funds may utilize many of the same investment techniques and certain
Funds may invest in similar securities. Investors should note, however, that the
Funds will invest their assets in accordance with their respective investment
objectives and policies described above. Accordingly, the Adviser expects that
each Fund's investment portfolio will be distinct.
FOREIGN SECURITIES
Each Fund may invest in securities of foreign issuers. Such investments may
be denominated in foreign currencies. Thus, a Fund's net asset value will be
affected by changes in exchange rates. See "Special Risk
Considerations--Securities of Non-U.S. Issuers".
STRUCTURED PRODUCTS
Each Fund may invest in interests in entities organized and operated solely
for the purpose of restructuring the investment characteristics of certain debt
obligations. This type of restructuring involves the
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deposit with or purchase by an entity, such as a corporation or trust, of
specified instruments (such as commercial bank loans or Brady Bonds) and the
issuance by that entity of one or more classes of securities ("structured
products") backed by, or representing interests in, the underlying instruments.
The cash flow on the underlying instruments may be apportioned among the newly
issued structured products to create securities with different investment
characteristics such as varying maturities, payment priorities and interest rate
provisions, and the extent of the payments made with respect to structured
products is dependent on the extent of the cash flow on the underlying
instruments. The Funds may invest in structured products which represent derived
investment positions based on relationships among different markets or asset
classes.
The Funds may also invest in other types of structured products, including
among others, inverse floaters, spread trades and notes linked by a formula to
the price of an underlying instrument or currency. Investments in structured
products generally are subject to greater volatility than an investment directly
in the underlying market or security. Total return on the structured product is
derived by linking return to one or more characteristics of the underlying
instrument. Because certain structured products of the type in which the Funds
anticipate they will invest may involve no credit enhancement, the credit risk
of those structured products generally would be equivalent to that of the
underlying instruments. Although a Fund's purchase of structured products would
have a similar economic effect to that of borrowing against the underlying
securities, the purchase will not be deemed to be leverage for purposes of the
limitations placed on the extent of each Fund's assets that may be used for
borrowing and other leveraging activities.
Certain issuers of structured products may be deemed to be "investment
companies" as defined in the 1940 Act. As a result, each Fund's investment in
these structured products may be limited by the restrictions contained in the
1940 Act. See "Other Investment Companies" below. Structured products are
typically sold in private placement transactions, and there currently is no
active trading market for structured products. As a result, certain structured
products in which a Fund invests may be deemed illiquid and subject to the 15%
limitation described below under "Illiquid Securities".
DEPOSITORY RECEIPTS AND DEPOSITORY SHARES
Each Fund may invest in American Depository Receipts ("ADRs") or other
similar types of depository receipts or other similar securities, such as
American Depository Shares, European Depository Shares and Global Depository
Shares, convertible into securities of foreign issuers. These securities may not
necessarily be denominated in the same currency as the securities into which
they may be converted. ADRs are receipts typically issued by a U.S. bank or
trust company evidencing ownership of the underlying securities. Generally, ADRs
in registered form are designed for use in U.S. securities markets. As a result
of the absence of established securities markets and publicly owned corporations
in certain foreign countries as well as restrictions on direct investment by
foreign entities, a Fund may be able to invest in such countries solely or
primarily through ADRs or similar securities and government approved investment
vehicles. The Adviser expects that a Fund, to the extent of its investment in
ADRs, will invest predominantly in ADRs sponsored by the underlying issuers. The
Funds, however, may invest in unsponsored ADRs. Issuers of the stock of
unsponsored ADRs are not obligated to disclose material information in the
United States and, therefore, there may not be a correlation between such
information and the market value of such ADRs.
CONVERTIBLE SECURITIES
The High Yield, Emerging Markets, Global Debt and Latin America Total Return
Funds may, and the Global Convertible Fund will, invest in convertible
securities. See "Investment Objectives and Policies-- OFFITBANK Global
Convertible Fund" for a description of convertible securities. Convertible
securities have several unique investment characteristics such as (1) higher
yields than common stocks, but lower yields than comparable nonconvertible
securities, (2) a lesser degree of fluctuation in value than the underlying
stock since they have fixed income characteristics, and (3) the potential for
capital appreciation if the market price of the underlying common stock
increases.
The High Yield, Global Debt and Emerging Markets Funds have no current
intention of converting any convertible securities they may own into equity
securities or holding them as an equity investment upon conversion, although
they may do so for temporary purposes. A convertible security might be subject
to
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redemption at the option of the issuer at a price established in the convertible
security's governing instrument. If a convertible security held by a Fund is
called for redemption, such Fund may be required to permit the issuer to redeem
the security, convert it into the underlying common stock or sell it to a third
party.
LOAN PARTICIPATIONS AND ASSIGNMENTS
Each Fund may invest in fixed and floating rate loans ("Loans") arranged
through private negotiations between a domestic or foreign entity and one or
more financial institutions ("Lenders"). The majority of the Funds' investments
in Loans in Latin America and other emerging markets are expected to be in the
form of participations ("Participations") in Loans and assignments
("Assignments") of portions of Loans from third parties. Participations
typically will result in a Fund having a contractual relationship only with the
Lender, not with the borrower. Such Fund will have the right to receive payments
of principal, interest and any fees to which it is entitled only from the Lender
selling the Participation and only upon receipt by the Lender of the payments
from the borrower. In connection with purchasing Participations, a Fund
generally will have no right to enforce compliance by the borrower with the
terms of the loan agreement relating to the loan ("Loan Agreement"), nor any
rights of set-off against the borrower, and such Fund may not directly benefit
from any collateral supporting the Loan in which it has purchased the
Participation. As a result, the Fund will assume the credit risk of both the
borrower and the Lender that is selling the Participation. In the event of the
insolvency of the Lender selling a Participation, the Fund may be treated as a
general creditor of the Lender and may not benefit from any set-off between the
Lender and the borrower. The Fund will acquire Participations only if the Lender
interpositioned between the Fund and the borrower is determined by the Adviser
to be creditworthy. Creditworthiness will be judged based on the same credit
analysis performed by the Adviser when purchasing marketable securities. When
the Fund purchases Assignments from Lenders, the Fund will acquire direct rights
against the borrower on the Loan. However, since assignments are arranged
through private negotiations between potential assignees and potential
assignors, the rights and obligations acquired by the Fund as the purchaser of
an Assignment may differ from, and be more limited than, those held by the
assigning Lender.
A Fund may have difficulty disposing of Assignments and Participations. The
liquidity of such securities is limited and it is anticipated that such
securities could be sold only to a limited number of institutional investors.
The lack of a liquid secondary market could have an adverse impact on the value
of such securities and on a Fund's ability to dispose of particular Assignments
or Participations when necessary to meet a Fund's liquidity needs or in response
to a specific economic event, such as a deterioration in the creditworthiness of
the borrower. The lack of a liquid secondary market for Assignments and
Participations also may make it more difficult for a Fund to assign a value to
those securities for purposes of valuing such Fund's portfolio and calculating
its net asset value. The investment of each Fund in illiquid securities,
including Assignments and Participations, is limited to 15% of net assets,
respectively. See "Illiquid Securities" below. Based upon the current position
of the staff of the Securities and Exchange Commission (the "Commission"), each
Fund will treat investments in Participations and Assignments as illiquid for
purposes of its limitation on investments in illiquid securities. Each Fund may
revise its policy based on any future change in the Commission's position.
MORTGAGE-RELATED SECURITIES
Each Fund may invest in mortgage-related securities, consistent with their
respective investment objectives and policies, that provide funds for mortgage
loans made to residential home owners. These include securities, such as
collateralized mortgage obligations and stripped mortgage-backed securities
which represent interests in pools of mortgage loans made by lenders such as
savings and loan institutions, mortgage bankers, commercial banks and others.
Pools of mortgage loans are assembled for sale to investors (such as a Fund) by
various government, government-related and private organizations.
The Adviser expects that government, government-related or private entities
may create mortgage loan pools offering pass-through investments in addition to
those described above. The mortgages underlying these securities may be second
mortgages or alternative mortgage instruments, that is, mortgage instruments
whose principal or interest payments may vary or whose terms to maturity may
differ from customary long-
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term fixed rate mortgages. As new types of mortgage-related securities are
developed and offered to investors, the Adviser will, consistent with each
Fund's investment objectives and policies, consider making investments in such
new types of securities.
ASSET-BACKED SECURITIES
Each Fund may invest in asset-backed securities in accordance with its
respective investment objectives and policies. Asset-backed securities represent
an undivided ownership interest in a pool of installment sales contracts and
installment loans collateralized by, among other things, credit card receivables
and automobiles. In general, asset-backed securities and the collateral
supporting them are of shorter maturity than mortgage loans. As a result,
investment in these securities should result in greater price stability for a
Fund.
Asset-backed securities are often structured with one or more types of
credit enhancement. For a description of the types of credit enhancement that
may accompany asset-backed securities, see "Additional Information on Portfolio
Instruments--Asset-Backed Securities" in the Statement of Additional
Information. The Funds will not limit their investments to asset-backed
securities with credit enhancements. Although asset-backed securities are not
generally traded on a national securities exchange, such securities are widely
traded by brokers and dealers, and to such extent will not be considered
illiquid for the purposes of the Funds' limitation on investment in illiquid
securities.
U.S. MUNICIPAL SECURITIES
The High Yield Fund may invest in U.S. dollar denominated municipal
obligations in seeking to achieve its investment objectives. Such investments
may include municipal bonds issued at a discount, in circumstances where the
Adviser determines that such investments would facilitate the High Yield Fund's
ability to achieve its investment objectives. Dividends on shares attributable
to interest on municipal securities held by the High Yield Fund will not be
exempt from federal income taxes.
LOANS OF PORTFOLIO SECURITIES
Each Fund may lend its portfolio securities consistent with its investment
policies. Each Fund may lend portfolio securities in an amount up to 30% of its
total assets to broker-dealers, major banks or other recognized domestic
institutional borrowers of securities. Such loans will be against collateral,
consisting of cash or securities which is equal at all times to at least 100% of
the value of the securities loaned. Such loans would involve risks of delay in
receiving additional collateral or in recovering the securities loaned or even
loss of rights in the collateral should the borrower of the securities fail
financially. However, loans will be made only to borrowers deemed by the Adviser
to be of good standing and only when, in the Adviser's judgment, the income to
be earned from the loans justifies the attendant risks. The voting rights, if
any, associated with the loaned portfolio securities may pass to the borrower
with the lending of the securities. The Fund's Directors will be obligated to
call loans to vote proxies or otherwise obtain rights to vote or consent if a
material event affecting such investment is to occur.
REPURCHASE AGREEMENTS
Each Fund may purchase instruments from financial institutions, such as
banks and U.S. broker-dealers, subject to the seller's agreement to repurchase
them at an agreed upon time and price ("repurchase agreements"). The seller
under a repurchase agreement will be required to maintain the value of the
securities subject to the agreement at not less than the repurchase price.
Default by the seller would, however, expose the relevant Fund to possible loss
because of adverse market action or delay in connection with the disposition of
the underlying obligations.
REVERSE REPURCHASE AGREEMENTS
Each Fund may borrow by entering into reverse repurchase agreements.
Pursuant to such agreements, a Fund would sell portfolio securities to financial
institutions, such as banks and broker-dealers, and agree to repurchase them at
an agreed upon date, price and interest payment. When effecting reverse
repurchase transactions, securities of a dollar amount equal in value to the
securities subject to the agreement will be maintained in a segregated account
with the Fund's custodian. A reverse repurchase agreement involves the
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risk that the market value of the portfolio securities sold by a Fund may
decline below the price of the securities the Fund is obligated to repurchase,
which price is fixed at the time the Fund enters into such agreement.
FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS
Each Fund may purchase or sell forward foreign currency exchange contracts
("forward contracts") as part of its portfolio investment strategy. A forward
contract is an obligation to purchase or sell a specific currency for an agreed
price at a future date which is individually negotiated and privately traded by
currency traders and their customers. A Fund may enter into a forward contract,
for example, if it enters into a contract for purposes of transaction hedges,
position hedges or cross-hedges. Each Fund's custodian will place cash not
available for investment or U.S. government securities or other high quality
debt securities in a separate account having a value equal to the aggregate
amount of such Fund's commitments under forward contracts entered into with
respect to position hedges, cross-hedges and transaction hedges, to the extent
they do not already own the security subject to the transaction hedge. If the
value of the securities placed in a separate account declines, additional cash
or securities will be placed in the account on a daily basis so that the value
of the account will equal the amount of such Fund's commitments with respect to
such contracts. If the party with which a Fund enters into a forward contract
becomes insolvent or breaches its obligation under the contract, then the Fund
may lose the ability to purchase or sell a currency as desired. See Appendix B
to this Prospectus and "Additional Information on Portfolio Instruments" in the
Statement of Additional Information.
BRADY BONDS
Each Fund may invest in "Brady Bonds", which are debt securities issued or
guaranteed by foreign governments in exchange for existing external commercial
bank indebtedness under a plan announced by former U.S. Treasury Secretary
Nicholas F. Brady in 1989. To date, over $154 billion (face amount) of Brady
Bonds have been issued by the governments of thirteen countries, the largest
proportion having been issued by Argentina, Brazil, Mexico and Venezuela. Brady
Bonds have been issued only recently, and accordingly, they do not have a long
payment history. Brady Bonds may be collateralized or uncollateralized, are
issued in various currencies (primarily the U.S. dollar) and are actively traded
in the over-the-counter secondary market.
Each Fund may invest in either collateralized or uncollateralized Brady
Bonds. U.S. dollar-denominated, collateralized Brady Bonds, which may be fixed
rate par bonds or floating rate discount bonds, are collateralized in full as to
principal by U.S. Treasury zero coupon bonds having the same maturity as the
bonds. Interest payments on such bonds generally are collateralized by cash or
securities in an amount that, in the case of fixed rate bonds, is equal to at
least one year of rolling interest payments or, in the case of floating rate
bonds, initially is equal to at least one year's rolling interest payments based
on the applicable interest rate at that time and is adjusted at regular
intervals thereafter. Brady Bonds which have been issued to date are rated BB or
B by S&P or Ba or B by Moody's or, in cases in which a rating by S&P or Moody's
has not been assigned, are generally considered by the Adviser to be of
comparable quality.
SHORT SALES
Each Fund may make short sales of securities "against the box". A short sale
is a transaction in which a Fund sells a security it does not own in
anticipation that the market price of that security will decline. In a short
sale "against the box", at the time of sale, a Fund owns or has the immediate
and unconditional right to acquire at no additional cost the identical security.
Short sales against the box are a form of hedging to offset potential declines
in long positions in similar securities.
BORROWING
The Global Debt and Latin America Total Return Funds are authorized to
borrow money from banks denominated in any currency in an amount up to 25% of
their respective total assets (including the amount borrowed), less all
liabilities and indebtedness other than the borrowings and may use the proceeds
of such borrowings for investment purposes. The Global Debt and Latin America
Total Return Funds will borrow
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for investment purposes only when the Adviser believes that such borrowings will
benefit the applicable Fund, after taking into account considerations such as
the costs of the borrowing and the likely investment returns on the securities
purchased with the borrowed monies.
Borrowing for investment purposes is known as leveraging, which is a
speculative practice. Such borrowing creates the opportunity for increased net
income and appreciation but, at the same time, involves special risk
considerations. For example, leveraging will exaggerate changes in the net asset
value of the applicable Fund's shares and in the yield on the Fund's portfolio.
Although the principal of such borrowings will be fixed, the Fund's assets may
change in value during the time the borrowing is outstanding. By leveraging the
Fund, changes in net asset value may be greater in degree than if leverage was
not employed. If the income from the assets obtained with borrowed funds is not
sufficient to cover the cost of borrowing, the net income of the Fund will be
less than if borrowing were not used, and therefore the amount available for
distribution to shareholders as dividends will be reduced.
The Global Debt and Latin America Total Return Funds may, in addition to
engaging in the transactions described above, borrow money for temporary or
emergency purposes (including, for example, clearance of transactions, share
repurchases or payments of dividends to shareholders) in an amount not exceeding
5% of the value of the applicable Fund's total assets (including the amount
borrowed).
WHEN-ISSUED AND FORWARD COMMITMENT TRANSACTIONS
Each Fund may purchase securities on a "when-issued" basis and may purchase
or sell securities on a forward commitment basis. These transactions, which
involve a commitment by a Fund to purchase or sell particular securities at a
set price with payment and delivery taking place beyond the normal settlement
date, allow such Fund to lock in what the Adviser believes to be an attractive
price or yield on a security it owns or intends to purchase or sell, regardless
of future changes in interest rates or securities prices. No income accrues to
the purchaser of a security on a when-issued or forward commitment basis prior
to delivery. When a Fund purchases securities on a when-issued basis or engages
in forward commitment transactions, it sets aside securities or cash with its
custodian equal to the payment that will be due. Engaging in when-issued and
forward commitment transactions can cause greater fluctuation in a Fund's net
asset value and involves a risk that yields or prices available in the market on
the delivery date may be more advantageous to such Fund than those received in
each transaction.
ZERO COUPON SECURITIES, PAY-IN-KIND BONDS AND DISCOUNT OBLIGATIONS
Each Fund may invest in zero coupon securities and convertible debt or other
debt securities acquired at a discount. A substantial portion of the Global Debt
and Emerging Markets Funds' sovereign debt securities may be acquired at a
discount. The Funds will only purchase such securities to the extent consistent
with their respective investment objectives. These investments involve special
risk considerations. Zero coupon securities are debt securities that pay no cash
income but are sold at substantial discounts from their value at maturity. The
entire return of a zero coupon security consists of the amortization of
discount. Each Fund also may purchase pay-in-kind bonds. Pay-in-kind bonds pay
all or a portion of their interest in the form of debt or equity securities. The
High Yield and Global Debt Funds will only purchase pay-in-kind bonds that pay
all or a portion of their interest in the form of debt securities. The Emerging
Markets, Global Convertible and Latin America Total Return Funds may receive
payments from pay-in-kind bonds in the form of both debt and equity securities
provided that such equity securities do not cause each of these Funds to exceed
their respective investment limitation in equity securities. Zero coupon
securities and pay-in-kind bonds may be issued by a wide variety of corporate
and governmental issuers.
Zero coupon securities, pay-in-kind bonds and debt securities acquired at a
discount are subject to greater price fluctuations in response to changes in
interest rates than are ordinary interest-paying debt securities with similar
maturities. The value of zero coupon securities and debt securities acquired at
a discount appreciates more during periods of declining interest rates and
depreciates more during periods of rising interest rates than does the value of
ordinary interest-bearing debt securities with similar maturities. Under current
federal income tax law, the Funds are required to accrue as income each year the
value of securities received in respect of pay-in-kind bonds and a portion of
the original issue discount with respect to zero coupon securities and other
securities issued at a discount to the stated redemption price. In addition,
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the Funds will elect similar treatment for any market discount with respect to
debt securities acquired at a discount. Accordingly, the Funds may have to
dispose of portfolio securities under disadvantageous circumstances in order to
generate current cash to satisfy certain distribution requirements. See "Taxes".
ILLIQUID SECURITIES
No Fund will knowingly invest more than 15% of the value of its net assets
in illiquid securities, including securities which are not readily marketable,
time deposits and repurchase agreements not terminable within seven days.
Illiquid assets are assets which may not be sold or disposed of in the ordinary
course of business within seven days at approximately the value at which a Fund
has valued the investment. Securities that have readily available market
quotations are not deemed illiquid for purposes of this limitation (irrespective
of any legal or contractual restrictions on resale). The Funds may purchase
securities that are not registered under the Securities Act of 1933, as amended,
but which can be sold to qualified institutional buyers in accordance with Rule
144A under that Act ("Rule 144A securities"). Rule 144A securities generally
must be sold to other qualified institutional buyers. If a particular investment
in Rule 144A securities is not determined to be liquid, that investment will be
included within the 15% limitation on investment in illiquid securities. The
ability to sell Rule 144A securities to qualified institutional buyers is a
recent development and it is not possible to predict how this market will
mature. The Fund may also invest in commercial obligations issued in reliance on
the so-called "private placement" exemption from registration afforded by
Section 4(2) of the Securities Act of 1933, as amended ("Section 4(2) paper").
Section 4(2) paper is restricted as to disposition under the federal securities
laws, and generally is sold to institutional investors such as the Fund who
agree that they are purchasing the paper for investment and not with a view to
public distribution. Any resale by the purchaser must be in an exempt
transaction. Section 4(2) paper normally is resold to other institutional
investors like the Fund through or with the assistance of the issuer or
investment dealers who make a market in the Section 4(2) paper, thus providing
liquidity. The Adviser will monitor the liquidity of such restricted securities
under the supervision of the Board of Directors. See "Additional Risk
Considerations--Illiquid Securities" in the Statement of Additional Information.
OTHER INVESTMENT COMPANIES
Each Fund reserves the right to invest up to 10% of its total assets in the
securities of other investment companies. Each Fund may not invest more than 5%
of its total assets in the securities of any one investment company or acquire
more than 3% of the voting securities of any other investment company. No Fund
intends to invest in such investment companies unless, in the judgment of the
Adviser, the potential benefits of such investment justify the payment of any
premium to net asset value of the investment company or of any sales charge.
Each Fund will indirectly bear its proportionate share of any management fees
and other expenses paid by investment companies in which it invests in addition
to the advisory fee paid by the Fund.
FUTURE DEVELOPMENTS
Each Fund may, following notice to its shareholders, take advantage of other
investment practices which are not at present contemplated for use by the Fund
or which currently are not available but which may be developed, to the extent
such investment practices are both consistent with a Fund's investment
objectives and legally permissible for such Fund. Such investment practices, if
they arise, may involve risks which exceed those involved in the activities
described above.
TEMPORARY STRATEGIES
Each Fund retains the flexibility to respond promptly to changes in market
and economic conditions. Accordingly, consistent with each Fund's investment
objectives, the Adviser may employ a temporary defensive investment strategy if
it determines such a strategy is warranted. Under such a defensive strategy, the
Funds temporarily may hold cash (U.S. dollars, foreign currencies or
multinational currency units) and/ or invest up to 100% of their respective
assets in high quality debt securities or money market instruments of U.S. or
foreign issuers, and most or all of each Fund's investments may be made in the
United States and denominated in U.S. dollars.
In addition, pending investment of proceeds from new sales of Fund shares or
to meet ordinary daily cash needs, each Fund temporarily may hold cash (U.S.
dollars, foreign currencies or multinational currency units) and may invest any
portion of its assets in high quality foreign or domestic money market
instruments.
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HEDGING AND DERIVATIVES
Each Fund may use, as portfolio management strategies, cross currency
hedges, interest rate transactions, commodity futures contracts in the form of
futures contracts on securities, securities indices and foreign currencies, and
related options transactions. Each Fund also may enter into forward foreign
currency contracts and options transactions to hedge in connection with currency
and interest rate positions and in order to enhance the Fund's income or gain.
See "Special Risk Considerations--Hedging and Derivatives" and Appendix B to
this Prospectus.
PORTFOLIO TURNOVER
The Funds will not trade in securities with the intention of generating
short-term profits but, when circumstances warrant, securities may be sold
without regard to the length of time held. Because emerging markets can be
especially volatile, securities of Latin American and other emerging market
countries may at times be held only briefly. It is not anticipated that, under
normal conditions, the portfolio turnover will not exceed the following rates in
any one year: 75% for the High Yield Fund; 200% for the Emerging Markets Fund;
100% for the Global Debt Fund; 100% for the Global Convertible Fund; and 150%
for the Latin America Total Return Fund. A high rate of portfolio turnover (100%
or more) involves correspondingly greater brokerage commission expenses and/or
markups and markdowns, which will be borne directly by each Fund and indirectly
by each Fund's shareholders. High portfolio turnover may also result in the
realization of substantial net capital gains; to the extent net capital gains
are realized, any distributions derived from such gains on securities held for
less than one year are taxable at ordinary income tax rates for federal income
tax purposes. The portfolio turnover rate for the fiscal period ended December
31, 1994 was 42% for the High Yield Fund and 47% for the Emerging Markets Fund.
See "Taxes" and "Portfolio Transactions" in the Statement of Additional
Information.
SPECIAL RISK CONSIDERATIONS
GENERAL
Each Fund's net asset value will fluctuate, reflecting fluctuations in the
market value of its portfolio positions and its net currency exposure. The value
of the securities held by each Fund generally fluctuates, to varying degrees,
based on, among other things, (1) interest rate movements and, for debt
securities, their duration, (2) changes in the actual and perceived
creditworthiness of the issuers of such securities, (3) changes in any
applicable foreign currency exchange rates, (4) social, economic or political
factors, (5) factors affecting the industry in which the issuer operates, such
as competition or technological advances and (6) factors affecting the issuer
directly, such as management changes or labor relations. There is no assurance
that any Fund will achieve its investment objectives.
SECURITIES OF NON-U.S. ISSUERS
Most of the Emerging Markets and Latin America Total Return Funds' assets,
and a significant portion of the Global Debt and Global Convertible Funds'
assets, will be invested in the securities of non-U.S. issuers. A portion of the
High Yield Fund's assets may also be invested in the securities of non-U.S.
issuers. Investors should recognize that investing in securities of non-U.S.
issuers involves certain risks and special considerations, including those set
forth below, which are not typically associated with investing in securities of
U.S. issuers. Further, certain investments of these Funds, and investment
techniques in which they may engage involve risks, including those set forth
below. There is generally no limit on the amount that the Emerging Markets,
Global Debt and Global Convertible Funds may invest in issuers located in any
one country, or in securities denominated in the currency of any one country.
Therefore, to the extent these Funds concentrate their investments in only a few
countries, they may be more susceptible to factors adversely affecting
particular countries than comparable funds that are not so concentrated.
SOCIAL, POLITICAL AND ECONOMIC FACTORS. Many countries in which the Funds
will invest, and the Latin American and other emerging market countries in
particular, may be subject to a substantially greater degree of social,
political and economic instability than is the case in the United States, Japan
and Western European countries. Such instability may result from, among other
things, some or all of the following: (i) authoritarian governments or military
involvement in political and economic decision-making, and
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changes in government through extra-constitutional means; (ii) popular unrest
associated with demands for improved political, economic and social conditions;
(iii) internal insurgencies and terrorist activities; (iv) hostile relations
with neighboring countries; and (v) drug trafficking. Social, political and
economic instability could significantly disrupt the principal financial markets
in which the Funds invest and adversely affect the value of the Funds' assets.
Individual foreign economies in general and those of Latin American and
other emerging market countries in particular, may differ favorably or
unfavorably and significantly from the U.S. economy in such respects as the rate
of growth of gross domestic product or gross national product, rate of
inflation, currency depreciation, capital reinvestment, resource
self-sufficiency, structural unemployment and balance of payments position.
Governments of many of these countries have exercised and continue to exercise
substantial influence over many aspects of the private sector. In some cases,
the government owns or controls many companies, including some of the largest in
the country. Accordingly, government actions in the future could have a
significant effect on economic conditions in many countries, including Latin
American and other emerging market countries, which could affect private sector
companies and the Funds, and on market conditions, prices and yields of
securities in the Funds' portfolios. There may be the possibility of
nationalization or expropriation of assets, or future confiscatory levels of
taxation affecting the Funds. In the event of nationalization, expropriation or
other confiscation, a Fund may not be fairly compensated for its loss and could
lose its entire investment in the country involved.
INVESTMENT AND REPATRIATION RESTRICTIONS. Investment by the Funds in
non-U.S. issuers may be restricted or controlled to varying degrees. These
restrictions may limit or preclude investment in certain of such issuers or
countries and may increase the costs and expenses of the Funds. For example,
certain countries require governmental approval prior to investments by foreign
persons in the country or in a particular company or industry sector or limit
investment by foreign persons to only a specific class of securities of a
company which may have less advantageous terms (including price) than securities
of the company available for purchase by nationals. Certain countries may also
restrict or prohibit investment opportunities in issuers or industries deemed
important to national interests. As a result of investment restrictions the
Funds may, in certain countries, such as Mexico, invest through intermediary
vehicles or trusts. In addition, the repatriation of both investment income and
capital from some of these countries requires governmental approval and if there
is a deterioration in a country's balance of payments or for other reasons, a
country may impose temporary restrictions on foreign capital remittances abroad.
Even where there is no outright restriction on repatriation of capital, the
mechanics of repatriation may affect certain aspects of the operation of the
Funds.
The Funds could be adversely affected by delays in, or a refusal to grant
any required governmental approval for repatriation of capital, as well as by
the application to a Fund of any restrictions on investments. If, because of
restrictions on repatriation or conversion, a Fund was unable to distribute
substantially all of its net investment income and long-term capital gains
within applicable time periods, the Fund could be subject to U.S. federal income
and excise taxes which would not otherwise be incurred and may cease to qualify
for the favorable tax treatment afforded to regulated investment companies under
the Internal Revenue Code of 1986, as amended (the "Code"), in which case it
would become subject to U.S. federal income tax on all of its income and gains.
See "Taxes".
CURRENCY FLUCTUATIONS. Because the High Yield Fund may invest a portion of
its assets, and the Emerging Markets, Global Debt, Global Convertible and Latin
America Total Return Funds may invest a substantial portion of their assets in
the securities of non-U.S. issuers which are denominated in foreign currencies,
the strength or weakness of the U.S. dollar against such foreign currencies will
account for part of the Funds' investment performance. A decline in the value of
any particular currency against the U.S. dollar will cause a decline in the U.S.
dollar value of each Fund's holdings of securities denominated in such currency
and, therefore, will cause an overall decline in the Fund's net asset value and
any net investment income and capital gains to be distributed in U.S. dollars to
shareholders of the Fund.
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The rate of exchange between the U.S. dollar and other currencies is
determined by several factors including the supply and demand for particular
currencies, central bank efforts to support particular currencies, the movement
of interest rates, the pace of business activity in certain other countries and
the United States, and other economic and financial conditions affecting the
world economy.
Although the Funds value their assets daily in terms of U.S. dollars, the
Funds do not intend to convert their holdings of foreign currencies into U.S.
dollars on a daily basis. A Fund will do so from time to time, and investors
should be aware of the costs of currency conversion. Although foreign exchange
dealers do not charge a fee for conversion, they do realize a profit based on
the difference ("spread") between the prices at which they are buying and
selling various currencies. Thus, a dealer may offer to sell a foreign currency
to a Fund at one rate, while offering a lesser rate of exchange should the Fund
desire to sell that currency to the dealer.
INFLATION. Many countries have experienced substantial, and in some periods
extremely high and volatile, rates of inflation. Inflation and rapid
fluctuations in inflation rates have had and may continue to have very negative
effects on the economies and securities markets of these countries and Latin
American and other emerging market countries in particular. In an attempt to
control inflation, wage and price controls have been imposed at times in certain
countries.
MARKET CHARACTERISTICS; DIFFERENCES IN SECURITIES MARKETS. The securities
markets in many countries, and in Latin American and other emerging market
countries in particular, generally have substantially less volume than the New
York Stock Exchange, and equity securities of most companies listed on such
markets may be less liquid and more volatile than equity securities of U.S.
companies of comparable size. Some of the stock exchanges outside of the United
States and in Latin American and other emerging market countries, to the extent
that established securities markets even exist, are in the earlier stages of
their development. A high proportion of the shares of many foreign companies may
be held by a limited number of persons, which may limit the number of shares
available for investment by the Funds. A limited number of issuers in most, if
not all, of these securities markets may represent a disproportionately large
percentage of market capitalization and trading volume. In addition, the
application of certain 1940 Act provisions may limit the Funds' ability to
invest in certain non-U.S. issuers and to participate in public offerings in
these countries. The limited liquidity of certain non-U.S. securities markets
may also affect the Funds' ability to acquire or dispose of securities at the
price and time it wishes to do so.
Many companies traded on securities markets in any foreign countries are
smaller, newer and less seasoned than companies whose securities are traded on
securities markets in the United States. Investments in smaller companies
involve greater risk than is customarily associated with investing in larger
companies. Smaller companies may have limited product lines, markets or
financial or managerial resources and may be more susceptible to losses and
risks of bankruptcy. Additionally, market making and arbitrage activities are
generally less extensive in such markets and with respect to such companies,
which may contribute to increased volatility and reduced liquidity of such
markets or such securities. Accordingly, each of these markets and companies may
be subject to greater influence by adverse events generally affecting the
market, and by large investors trading significant blocks of securities, than is
usual in the United States. To the extent that any of these countries
experiences rapid increases in its money supply and investment in equity
securities for speculative purposes, the equity securities traded in any such
country may trade at price-earning multiples higher than those of comparable
companies trading on securities markets in the United States, which may not be
sustainable. In addition, risks due to the lack of modern technology, the lack
of a sufficient capital base to expand business operations, the possibility of
permanent or temporary termination of trading, and greater spreads between bid
and ask prices may exist in such markets.
Trading practices in certain foreign securities markets are also
significantly different from those in the United States. Brokerage commissions
and other transaction costs on the securities exchanges in many countries are
generally higher than in the United States. In addition, securities settlements
and clearance procedures in certain countries, and, in Latin American and other
emerging market countries in particular, are less developed and less reliable
than those in the United States and the Funds may be subject to delays or other
material difficulties and could experience a loss if a counterparty defaults.
Delays in settlement could
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result in temporary periods when assets of the Funds are uninvested and no
return is earned thereon. The inability of a Fund to make intended security
purchases due to settlement problems could cause such Fund to miss attractive
investment opportunities. The inability to dispose of a portfolio security due
to settlement problems could result either in losses to a Fund due to subsequent
declines in the value of such portfolio security or, if such Fund has entered
into a contract to sell the security, could result in possible liability to the
purchaser.
NON-U.S. SUBCUSTODIANS. Rules adopted under the 1940 Act permit the Funds
to maintain their non-U.S. securities and cash in the custody of certain
eligible non-U.S. banks and securities depositories. Certain banks in non-U.S.
countries may not be eligible subcustodians for the Funds, in which event the
Funds may be precluded from purchasing securities in which they would otherwise
invest, and other banks that are eligible subcustodians may be recently
organized or otherwise lack extensive operating experience. At present, custody
arrangements complying with the requirements of the Commission are available in
each of the countries in which the Adviser intends to invest. In certain
countries in which the Funds may make investments, there may be legal
restrictions or limitations on the ability of the Funds to recover assets held
in custody by subcustodians in the event of the bankruptcy of the subcustodian.
GOVERNMENT SUPERVISION; LEGAL SYSTEMS. Disclosure and regulatory standards
in certain foreign countries, including Latin American and other emerging market
countries, are in many respects less stringent than U.S. standards. There may be
less government supervision and regulation of securities exchanges, listed
companies and brokers in these countries than exists in the United States.
Brokers in some countries may not be as well capitalized as those in the United
States, so that they may be more susceptible to financial failure in times of
market, political, or economic stress, exposing the Funds to a risk of loss.
Less information may be available to the Funds than with respect to investments
in the United States and, in certain of these countries, less information may be
available to the Funds than to local market participants. In addition, existing
laws and regulations are often inconsistently applied. Foreign investors may be
adversely affected by new laws and regulations, changes to existing laws and
regulations and preemption of local laws and regulations by national laws. In
circumstances where adequate laws exist, it may not be possible to obtain swift
and equitable enforcement of the law.
FINANCIAL INFORMATION AND STANDARDS. Non-U.S. issuers may be subject to
accounting, auditing and financial standards and requirements that differ, in
some cases significantly, from those applicable to U.S. issuers. In particular,
the assets and profits appearing on the financial statements of certain non-U.S.
issuers may not reflect their financial position or results of operations in the
way they would be reflected had the financial statements been prepared in
accordance with U.S. generally accepted accounting principles. In addition, for
an issuer that keeps accounting records in local currency, inflation accounting
rules may require, for both tax and accounting purposes, that certain assets and
liabilities be restated on the issuer's balance sheet in order to express items
in terms of currency of constant purchasing power. Inflation accounting may
indirectly generate losses or profits. Consequently, financial data may be
materially affected by restatements for inflation and may not accurately reflect
the real condition of those issuers and securities markets. Moreover,
substantially less information may be publicly available about non-U.S. issuers
than is available about U.S. issuers.
HIGH YIELD, HIGH RISK DEBT SECURITIES
GENERAL. The High Yield, Emerging Markets, Global Convertible and Latin
America Total Return Funds may invest all or substantially all of their
respective assets, and, at the time of investment, the Global Debt Fund may
invest up to 25% of its total assets, in high yield, high risk debt securities.
High yield, high risk debt securities are those debt securities rated below
investment grade and unrated securities of comparable quality. They offer yields
that fluctuate over time, but which generally are superior to the yields offered
by higher-rated securities. However, securities rated below investment grade
also involve greater risks, including greater price volatility and a greater
risk of default in the timely payment of principal and interest, than
higher-rated securities. Under rating agency guidelines, medium- and lower-rated
securities and comparable unrated securities will likely have some quality and
protective characteristics that are outweighed by large uncertainties or major
risk exposures to adverse conditions. Certain of the debt
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securities in which the Funds may invest may have, or be considered comparable
to securities having, the lowest ratings for non-subordinated debt instruments
assigned by Moody's, S&P or D&P (I.E., rated C by Moody's or D by S&P or D&P).
Under rating agency guidelines, these securities are considered to have
extremely poor prospects of ever attaining investment grade standing, to have a
current identifiable vulnerability to default, to be unlikely to have the
capacity to pay interest and repay principal when due in the event of adverse
business, financial or economic conditions, and/or to be in default or not
current in the payment of interest or principal. Such securities are considered
speculative with respect to the issuer's capacity to pay interest and repay
principal in accordance with the terms of the obligations. Unrated securities
deemed comparable to these lower- and lowest-rated securities will have similar
characteristics. Accordingly, it is possible that these types of factors could,
in certain instances, reduce the value of securities held by the Funds with a
commensurate effect on the value of their respective shares. Therefore, an
investment in the Funds should not be considered as a complete investment
program for all investors.
The secondary markets for high yield, high risk corporate and sovereign debt
securities are not as liquid as the secondary markets for higher-rated
securities. The secondary markets for high yield, high risk debt securities are
characterized by relatively few market makers and participants in the market are
mostly institutional investors, including insurance companies, banks, other
financial institutions and mutual funds. In addition, the trading volume for
high yield, high risk debt securities is generally lower than that for higher-
rated securities and the secondary markets could contract under adverse market
or economic conditions independent of any specific adverse changes in the
condition of a particular issuer. These factors may have an adverse effect on a
Fund's ability to dispose of particular portfolio investments and may limit its
ability to obtain accurate market quotations for purposes of valuing securities
and calculating net asset value. If a Fund is not able to obtain precise or
accurate market quotations for a particular security, it will become more
difficult for the Company's Board of Directors to value such Fund's portfolio
securities and the Company's Directors may have to use a greater degree of
judgment in making such valuations. Furthermore, adverse publicity and investor
perceptions about lower-rated securities, whether or not based on fundamental
analysis, may tend to decrease the market value and liquidity of such
lower-rated securities. Less liquid secondary markets may also affect each
Fund's ability to sell securities at their fair value. In addition, each of the
Funds may invest up to 15% of its net assets, measured at the time of
investment, in illiquid securities, which may be more difficult to value and to
sell at fair value. If the secondary markets for high yield, high risk debt
securities contract due to adverse economic conditions or for other reasons,
certain previously liquid securities in a Fund's portfolio may become illiquid
and the proportion of the Fund's assets invested in illiquid securities may
increase.
The ratings of fixed income securities by Moody's, S&P and D&P are a
generally accepted barometer of credit risk. They are, however, subject to
certain limitations from an investor's standpoint. The rating of an issuer is
heavily weighted by past developments and does not necessarily reflect probable
future conditions. There is frequently a lag between the time a rating is
assigned and the time it is updated. In addition, there may be varying degrees
of difference in credit risk of securities within each rating category. See
Appendix A to this Prospectus for a description of such ratings.
CORPORATE DEBT SECURITIES. Each of the Funds may invest in corporate debt
securities. While the market values of securities rated below investment grade
and comparable unrated securities tend to react less to fluctuations in interest
rate levels than do those of higher-rated securities, the market values of
certain of these securities also tend to be more sensitive to individual
corporate developments and changes in economic conditions than higher-rated
securities. In addition, such securities generally present a higher degree of
credit risk. Issuers of these securities are often highly leveraged and may not
have more traditional methods of financing available to them, so that their
ability to service their debt obligations during an economic downturn or during
sustained periods of rising interest rates may be impaired. The risk of loss due
to default in payment of interest or principal by such issuers is significantly
greater than with investment grade securities because such securities generally
are unsecured and frequently are subordinated to the prior payment of senior
indebtedness.
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Many fixed income securities, including certain U.S. corporate fixed income
securities in which a Fund may invest, contain call or buy-back features which
permit the issuer of the security to call or repurchase it. Such securities may
present risks based on payment expectations. If an issuer exercises such a "call
option" and redeems the security, a Fund may have to replace the called security
with a lower yielding security, resulting in a decreased rate of return for such
Fund.
SOVEREIGN DEBT SECURITIES. Each of the Funds may invest in sovereign debt
securities. Investing in sovereign debt securities will expose the applicable
Funds to the direct or indirect consequences of political, social or economic
changes in the developing and emerging countries, including those in Latin
America, that issue the securities. The ability and willingness of sovereign
obligors in developing and emerging countries or the governmental authorities
that control repayment of their external debt to pay principal and interest on
such debt when due may depend on general economic and political conditions
within the relevant country. Countries such as those in which the Funds may
invest have historically experienced, and may continue to experience, high rates
of inflation, high interest rates, exchange rate fluctuations, trade
difficulties and extreme poverty and unemployment. Many of these countries are
also characterized by political uncertainty or instability. Additional factors
which may influence the ability or willingness to service debt include, but are
not limited to, a country's cash flow situation, the availability of sufficient
foreign exchange on the date a payment is due, the relative size of its debt
service burden to the economy as a whole, and its government's policy towards
the International Monetary Fund, the World Bank and other international
agencies.
The ability of a foreign sovereign obligor to make timely and ultimate
payments on its external debt obligations will also be strongly influenced by
the obligor's balance of payments, including export performance, its access to
international credits and investments, fluctuations in interest rates and the
extent of its foreign reserves. A country whose exports are concentrated in a
few commodities or whose economy depends on certain strategic imports could be
vulnerable to fluctuations in international prices of these commodities or
imports. To the extent that a country receives payment for its exports in
currencies other than dollars, its ability to make debt payments denominated in
dollars could be adversely affected. If a foreign sovereign obligor cannot
generate sufficient earnings from foreign trade to service its external debt, it
may need to depend on continuing loans and aid from foreign governments,
commercial banks and multilateral organizations, and inflows of foreign
investment. The commitment on the part of these foreign governments,
multilateral organizations and others to make such disbursements may be
conditioned on the government's implementation of economic reforms and/or
economic performance and the timely service of its obligations. Failure to
implement such reforms, achieve such levels of economic performance or repay
principal or interest when due may curtail the willingness of such third parties
to lend funds, which may further impair the obligor's ability or willingness to
service its debts in a timely manner. The cost of servicing external debt will
also generally be adversely affected by rising international interest rates,
because many external debt obligations bear interest at rates which are adjusted
based upon international interest rates. The ability to service external debt
will also depend on the level of the relevant government's international
currency reserves and its access to foreign exchange. Currency devaluations may
affect the ability of a sovereign obligor to obtain sufficient foreign exchange
to service its external debt.
As a result of the foregoing, a governmental obligor may default on its
obligations. If such a default occurs, the Funds may have limited legal recourse
against the issuer and/or guarantor. Remedies must, in some cases, be pursued in
the courts of the defaulting party itself, and the ability of the holder of
foreign sovereign debt securities to obtain recourse may be subject to the
political climate in the relevant country. In addition, no assurance can be
given that the holders of commercial bank debt will not contest payments to the
holders of other foreign sovereign debt obligations in the event of default
under their commercial bank loan agreements.
Sovereign obligors in developing and emerging countries, including those in
Latin America, are among the world's largest debtors to commercial banks, other
governments, international financial organizations and other financial
institutions. These obligors have in the past experienced substantial
difficulties in servicing their external debt obligations, which led to defaults
on certain obligations and the restructuring of certain indebtedness.
Restructuring arrangements have included, among other things, reducing and
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rescheduling interest and principal payments by negotiating new or amended
credit agreements or converting outstanding principal and unpaid interest to
Brady Bonds, and obtaining new credit to finance interest payments. Holders of
certain foreign sovereign debt securities may be requested to participate in the
restructuring of such obligations and to extend further loans to their issuers.
There can be no assurance that the Brady Bonds and other foreign sovereign debt
securities in which the Funds may invest will not be subject to similar defaults
or restructuring arrangements which may adversely affect the value of such
investments. Furthermore, certain participants in the secondary market for such
debt may be directly involved in negotiating the terms of these arrangements and
may therefore have access to information not available to other market
participants.
In addition to high yield foreign sovereign debt securities, each of the
Funds may also invest in foreign corporate securities. For a discussion of such
securities and their associated risks, see "Securities of Non-U.S. Issuers",
above.
CONVERTIBLE SECURITIES
GENERAL. Each of the Funds may invest in convertible securities. Set forth
below is additional information concerning traditional convertible securities
and "synthetic" convertible securities.
Convertible securities are issued and traded in a number of securities
markets. For the past several years, the principal markets have been the United
States, the Euromarket and Japan. Issuers during this period have included major
corporations domiciled in the United States, Japan, France, Switzerland, Canada
and the United Kingdom. Since the Global Convertible Fund will invest a
substantial portion of its assets in the U.S. market and the Euromarket where
convertible bonds have been primarily denominated in U.S. dollars, it is
expected that ordinarily a substantial portion of the convertible securities
held by the Fund will be denominated in U.S. dollars. However, the underlying
equity securities typically will be quoted in the currency of the country where
the issuer is domiciled. With respect to convertible securities denominated in a
currency different from that of the underlying equity securities, the conversion
price may be based on a fixed exchange rate established at the time the security
is issued. As a result, fluctuations in the exchange rate between the currency
in which the debt security is denominated and the currency in which the share
price is quoted will affect the value of the convertible security. The Funds may
enter into foreign currency hedging transactions in which they may seek to
reduce the impact of such fluctuations.
Apart from currency considerations, the value of convertible securities is
influenced by both the yield of non-convertible securities of comparable issuers
and by the value of the underlying common stock. The value of a convertible
security viewed without regard to its conversion feature (I.E., strictly on the
basis of its yield) is sometimes referred to as its "investment value." To the
extent there are changes in interest rates or yields of similar non-convertible
securities, the investment value of the convertible security typically will
fluctuate. However, at the same time, the value of the convertible security will
be influenced by its "conversion value," which is the market value of the
underlying common stock that would be obtained if the convertible security were
converted. Conversion value fluctuates directly with the price of the underlying
common stock. If, because of a low price of the underlying common stock, the
conversion value is below the investment value of the convertible security, the
price of the convertible security is governed principally by its investment
value.
To the extent the conversion value of a convertible security increases to a
point that approximates or exceeds it investment value, the price of the
convertible security will be influenced principally by its conversion value. A
convertible security will sell at a premium over the conversion value to the
extent investors place value on the right to acquire the underlying common stock
while holding a fixed income security. The yield and conversion premium of
convertible securities issued in Japan and the Euromarket are frequently
determined at levels that cause the conversion value to affect their market
value more than the securities' investment value. If no capital appreciation
occurs on the underlying common stock, a premium may not be fully recovered.
Holders of convertible securities have a claim on the assets of the issuer
prior to the common stockholders but may be subordinated to similar
non-convertible debt securities of the same issuer. A convertible security may
be subject to redemption at the option of the issuer at a price established in
the charter provision, indenture or other governing instrument pursuant to which
the convertible security was issued. If
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a convertible security held by a Fund is called for redemption, the Fund will be
required to redeem the security, convert it into the underlying common stock or
sell it to a third party. Certain convertible debt securities may provide a put
option to the holder which entitles the holder to cause the security to be
redeemed by the issuer at a premium over the stated principal amount of the debt
security.
SYNTHETIC CONVERTIBLE SECURITIES. "Synthetic" convertible securities are
created by combining separate securities that possess the two principal
characteristics of a true convertible security, I.E., fixed income ("fixed
income component") and the right to acquire equity securities ("convertibility
component"). The fixed income component is achieved by investing in
nonconvertible fixed income securities such as nonconvertible bonds, preferred
stocks and money market instruments. The convertibility component is achieved by
investing in warrants, exchanges or NASDAQ-listed call options or stock index
call options granting the holder the right to purchase a specified quantity of
securities within a specified period of time at a specified price or to receive
cash in the case of stock index options.
A warrant is an instrument issued by a corporation that gives a holder the
right to subscribe to a specified amount of capital stock at a set price for a
specified period of time. Warrants involve the risk that the price of the
security underlying the warrant may not exceed the exercise price of the warrant
and the warrant may expire without any value. See "--Hedging and Derivatives"
below for a discussion of call options and stock index call options.
A synthetic convertible security differs from a traditional convertible
security in several respects. Unlike a traditional convertible security, which
is a single security having a unitary market value, a synthetic convertible
security is comprised of two or more separate securities, each with its own
market value. Therefore, the "market value" of a synthetic convertible security
is the sum of the values of its fixed income component and its convertibility
component. For this reason, the values of a synthetic convertible security and a
traditional convertible security will respond differently to market
fluctuations.
More flexibility is possible in the assembly of a synthetic convertible
security than in the purchase of a convertible security. Synthetic convertible
securities may be selected where the two components represent one issuer or are
issued by a single issuer, thus making the synthetic convertible security
similar to a traditional convertible security. Alternatively, the character of a
synthetic convertible security allows the combination of components representing
distinct issuers which will be used when the Adviser believes that such a
combination would better promote a Fund's investment objective. A synthetic
convertible security also is a more flexible investment in that its two
components may be purchased or sold separately. For example, a Fund may purchase
a warrant for inclusion in a synthetic convertible security but temporarily hold
short-term investments while postponing the purchase of a corresponding bond
pending development of more favorable market conditions.
A holder of a synthetic convertible security faces the risk of a decline in
the price of the stock or the level of the index involved in the convertibility
component, causing a decline in the value of the call option or warrant. Should
the price of the stock fall below the exercise price and remain there throughout
the exercise period, the entire amount paid for the call option or warrant would
be lost. Since a synthetic convertible security includes the fixed income
component as well, the holder of a synthetic convertible security also faces the
risk that interest rates will rise, causing a decline in the value of the fixed
income instrument.
SHORT SALES
Short sales by the Funds involve certain risks and special considerations.
Possible losses from short sales differ from losses that could be incurred from
a purchase of a security, because losses from short sales may be unlimited,
whereas losses from purchases can equal only the total amount invested. The
Funds are permitted to engage in short sales only with respect securities
related to those in their portfolios. The Adviser therefore expects that if the
price of the securities a Fund is required to replace in connection with a short
sale increases, the value of the related securities in the Fund's portfolio will
also increase, although not necessarily in the same proportion. The Funds'
ability to make short sales will be limited by the requirement that not more
than 30% of any Fund's gross income may be derived from the sale or disposition
of securities held for less than three months to maintain such Fund's status as
a regulated investment company under the Code. See "Taxes".
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NON-DIVERSIFIED FUNDS
Each Fund is classified as a "non-diversified" fund under the 1940 Act,
which means that the Funds are not limited by the 1940 Act in the proportion of
their assets that may be invested in the obligations of a single issuer. Each
Fund, however, intends to comply with the diversification requirements imposed
by the Code for qualification as a regulated investment company. Thus, a Fund
may invest a greater proportion of its assets in the securities of a smaller
number of issuers and, as a result, will be subject to greater risk of loss with
respect to its portfolio securities.
HEDGING AND DERIVATIVES
Each of the Funds may be authorized to use a variety of investment
strategies described below to hedge various market risks (such as interest
rates, currency exchange rates and broad or specific market movements), to
manage the effective maturity or duration of debt instruments held by a Fund, or
to seek to increase the Fund's income or gain. Limitations on the portion of a
Fund's assets that may be used in connection with the investment strategies
described below are set out in Appendix B to this Prospectus.
A Fund may (if and to the extent so authorized) purchase and sell (or write)
exchange-listed and over-the-counter put and call options on securities, index
futures contracts, financial futures contracts and fixed income indices and
other financial instruments, enter into financial futures contracts, enter into
interest rate transactions, and enter into currency transactions (collectively,
these transactions are referred to in this Prospectus as "Hedging and
Derivatives"). A Fund's interest rate transactions may take the form of swaps,
caps, floors and collars, and a Fund's currency transactions may take the form
of currency forward contracts, currency futures contracts, currency swaps and
options on currencies or currency futures contracts.
Hedging and Derivatives may generally be used to attempt to protect against
possible changes in the market value of securities held or to be purchased by a
Fund resulting from securities markets or currency exchange rate fluctuations,
to protect a Fund's unrealized gains in the value of its securities, to
facilitate the sale of those securities for investment purposes, to manage the
effective maturity or duration of a Fund's securities or to establish a position
in the derivatives markets as a temporary substitute for purchasing or selling
particular securities. A Fund may use any or all types of Hedging and
Derivatives which it is authorized to use at any time; no particular strategy
will dictate the use of one type of transaction rather than another, as use of
any authorized Hedging and Derivatives will be a function of numerous variables,
including market conditions. The ability of a Fund to utilize Hedging and
Derivatives successfully will depend on, in addition to the factors described
above, the Adviser's ability to predict pertinent market movements, which cannot
be assured. These skills are different from those needed to select a Fund's
securities. None of the Funds is a "commodity pool" (I.E., a pooled investment
vehicle which trades in commodity futures contracts and options thereon and the
operator of which is registered with the Commodity Futures Trading Commission
(the "CFTC")) and Hedging and Derivatives involving futures contracts and
options on futures contracts will be purchased, sold or entered into only for
BONA FIDE hedging, and non-hedging purposes to the extent permitted by CFTC
regulations; provided that a Fund may enter into futures contracts or options
thereon for purposes other than BONA FIDE hedging if immediately thereafter, the
sum of the amount of its initial margin and premiums on open contracts would not
exceed 5% of the liquidation value of such Fund's portfolio; provided further,
than in the case of an option that is in-the-money at the time of the purchase,
the in-the-money amount may be excluded in calculating the 5% limitation. The
use of certain Hedging and Derivatives will require that a Fund segregate cash,
U.S. government securities or other liquid high grade debt obligations to the
extent such Fund's obligations are not otherwise "covered" through ownership of
the underlying security, financial instrument or currency. Risks associated with
Hedging and Derivatives are described in Appendix B to this Prospectus. A
detailed discussion of various Hedging and Derivatives including applicable
regulations of the CFTC and the requirement to segregate assets with respect to
these transactions also appears in Appendix B.
To the extent a Fund conducts Hedging and Derivatives outside the United
States, such transactions may be subject to political, economic and legal risks
that are distinct from domestic transactions. Such risks are similar to those
applicable to investment in foreign securities described under "Securities of
Non-U.S. Issuers" above.
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LIMITING INVESTMENT RISKS
To further protect investors, the Funds have adopted the following
investment limitations:
1.
No Fund may invest 25% or more of the value of its total assets in
securities of issuers in any one industry; provided, that there is no
limitation with respect to investment in obligations issued or guaranteed by
the U.S. government, its agencies or instrumentalities.
2.
The High Yield, Emerging Markets and Global Convertible Funds may not
borrow money (except that they may enter into reverse repurchase
agreements) except from banks for temporary or emergency purposes; PROVIDED,
that (a) the amount of such borrowing may not exceed 20% of the value of the
High Yield, Emerging Markets or Global Convertible Funds' total assets, as
the case may be, and (b) the High Yield, Emerging Markets and Global
Convertible Funds will not purchase portfolio securities while such
outstanding borrowing exceeds 5% of the value of such Funds' total assets.
The Global Debt and Latin America Total Return Funds may borrow money from
banks and enter into reverse repurchase agreements in an aggregate amount up
to 25% of their respective total assets (including the amount borrowed),
less all liabilities and indebtedness other than the borrowing.
3.
None of the Funds may invest an amount equal to 15% or more of the
current value of their net assets in investments that are illiquid.
The foregoing investment limitations and certain of those described in the
Statement of Additional Information under "Investment Limitations" are
fundamental policies of each of the Funds that may be changed only when
permitted by law and approved by the holders of a "majority" of such Fund's
outstanding shares. If a percentage restriction on investment or use of assets
contained in these investment limitations or elsewhere in this Prospectus or in
the Statement of Additional Information is adhered to at the time a transaction
is effected, later changes in percentage resulting from any cause other than
actions by the relevant Fund will not be considered a violation; PROVIDED, that
the restrictions on borrowing described in (2) above shall apply at all times.
As used in this Prospectus and in the Statement of Additional Information, the
term "majority", when referring to the approvals to be obtained from
shareholders in connection with matters affecting any particular Fund (E.G.,
approval of investment advisory contracts), means the vote of the lesser of (i)
67% of the shares of that Fund represented at a meeting if the holders of more
than 50% of the outstanding shares of such Fund are present in person or by
proxy, or (ii) more than 50% of the outstanding shares of such Fund.
Shareholders are entitled to one vote for each full share held and to fractional
votes for fractional shares held.
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MANAGEMENT
The business and affairs of the Funds are managed under the general
direction and supervision of the Company's Board of Directors. The Funds'
day-to-day operations are handled by the Company's officers.
INVESTMENT ADVISER
OFFITBANK (the "Adviser") provides investment advisory services to the Funds
pursuant to Investment Advisory Agreements with the Company (the "Advisory
Agreements"). Subject to such policies as the Company's Board of Directors may
determine, the Adviser makes investment decisions for the Funds. The Advisory
Agreements provide that, as compensation for services, the Adviser is entitled
to receive from each Fund a monthly fee at the following annual rates based upon
the average daily net assets of such Fund: .85% for the first $200,000,000 of
assets and .75% for amounts in excess thereof in the case of the High Yield
Fund; .90% for the first $200,000,000 of assets and .80% for amounts in excess
thereof in the case of the Emerging Markets Fund; .80% for the first
$200,000,000 of assets and .70% for amounts in excess thereof in the case of the
Global Debt Fund; .90% for the Global Convertible Fund; and 1.00% for the Latin
America Total Return Fund .
The Adviser is a New York State chartered trust company. Under its charter,
the Adviser may neither accept deposits nor make loans except for deposits or
loans arising directly from its exercise of the fiduciary powers granted it
under the New York Banking Law. The Adviser's principal business is the
rendering of discretionary investment management services to high net worth
individuals and family groups, foundations, endowments and corporations. The
Adviser specializes in global asset management and offers its clients a complete
range of investments in capital markets throughout the world. The Adviser
currently manages in excess of $6.5 billion in assets and serves as investment
adviser to sixteen registered investment companies (or portfolios thereof). The
principal business address of the Adviser is 520 Madison Avenue, New York, New
York 10022.
PORTFOLIO MANAGERS. Stephen T. Shapiro serves as the portfolio manager for
the High Yield Fund. Mr. Shapiro is a Managing Director of the Adviser and has
been associated with the Adviser since 1983. Dr. Wallace Mathai-Davis and
Richard M. Johnston serve as portfolio managers of the Emerging Markets Fund.
Dr. Mathai-Davis is a Managing Director of the Adviser and has been associated
with the Adviser since 1986. Dr. Mathai-Davis will also serve as portfolio
manager of the Global Convertible Fund. Mr. Johnston is a Managing Director of
the Adviser and has been director of Latin American investments since 1992. From
1988 to 1992, Mr. Johnston was Vice President, International Corporate Finance,
at Salomon Brothers Inc. Mr. Johnston and Eric H. Anderson will serve as the
portfolio managers of the Latin America Total Return Fund. Before joining the
Adviser in 1994, Mr. Anderson was Vice President and Director of Research at
Afin Casa de Bolsa, SA de CV, Mexico City and Afin Securities, New York, from
1992 to 1994. From 1986 to 1992, Mr. Anderson was a senior investment analyst
and a senior audit analyst for Teachers Insurance and Annuity Association. Jack
D. Burks will serve as the portfolio manager for the Global Debt Fund. Mr. Burks
is a Managing Director of the Adviser and he joined the Adviser in 1985.
ADMINISTRATOR, CUSTODIAN AND TRANSFER AGENT
Furman Selz LLC ("Furman Selz") serves as the Company's administrator and
generally assists the Company in all aspects of its administration and
operation. As compensation for its administrative services, Furman Selz receives
a monthly fee based upon an annual rate of .15% of the aggregate average daily
net assets of the Funds.
The Chase Manhattan Bank, N.A. serves as custodian of the assets of the
Funds. The principal address of the custodian is 4 MetroTech Center, Brooklyn,
New York 11245. Furman Selz has entered into an agreement with the Company for
the provision of transfer agency and dividend disbursing services for the Funds.
The principal business address of the transfer agent is 230 Park Avenue, New
York, New York 10169.
A further discussion of the terms of the Company's administrative, custody
and transfer agency arrangements is contained in the Statement of Additional
Information.
32
<PAGE>
DISTRIBUTOR
Shares in each Fund are sold on a continuous basis by the Company's
distributor, OFFIT Funds Distributor, Inc. (the "Distributor"), a wholly-owned
subsidiary of Furman Selz. The Distributor's principal offices are located at
230 Park Avenue, New York, New York 10169.
Solely for the purpose of reimbursing the Distributor for activities
primarily intended to result in the sale of its shares, each Fund is authorized
to spend up to 0.25% of its net assets annually in accordance with a Plan of
Distribution (the "Plan") pursuant to Rule 12b-1 promulgated under the 1940 Act.
Activities for which the Distributor may be reimbursed include (but are not
limited to) the development and implementation of direct mail promotions and
advertising for the Funds and the preparation, printing and distribution of
prospectuses for the Funds to recipients other than existing shareholders.
Although it is anticipated that some promotional activities will be
conducted on a Company-wide basis, payments made by the Funds under the Plan
will generally be used to finance the distribution of shares of the Funds.
Expenses incurred in connection with Company-wide activities may be allocated
pro rata among all portfolios of the Company on the basis of their relative net
assets. Allocation of expenses on the basis of relative net assets may result in
the subsidization by larger Funds of the distribution of shares of smaller
Funds.
REGULATORY MATTERS
OFFITBANK is a trust company chartered under the New York Banking Law and is
supervised and examined thereunder by the New York Banking Department. OFFITBANK
is prohibited by its charter from accepting deposits other than deposits arising
directly from its exercise of the fiduciary powers granted under the New York
Banking Law and, accordingly, is not an insured depository institution for
purposes of the Federal Deposit Insurance Act or any other banking law or
regulation.
Banking laws and regulations, as currently interpreted by the New York
Banking Department, prohibit New York State chartered trust companies from
controlling, or distributing the shares of, a registered, open-end investment
company continuously engaged in the issuance of its shares, and prohibit such
trust companies generally from issuing, underwriting, selling or distributing
securities, but do not prohibit such trust companies from acting as investment
adviser, administrator, transfer agent or custodian to such an investment
company or from purchasing shares of such a company as agent for and upon the
order of a customer. OFFITBANK believes that it may perform the services
described in this Prospectus with respect to the Company without violation of
such laws or regulations. OFFITBANK is not a member of the Federal Reserve
System and is not subject to the Glass-Steagall Act, the Bank Holding Company
Act of 1956 or any other federal banking law or regulation that might affect its
ability to perform such services.
If the Adviser were prohibited from performing the services described in
this Prospectus with respect to the Funds, it is expected that the Company's
Board of Directors would recommend to each Fund's shareholders that they approve
new agreements with another entity or entities qualified to perform such
services and selected by the Board of Directors. The Company does not anticipate
that investors would suffer any adverse financial consequences as a result of
these occurrences.
OTHER INFORMATION CONCERNING FEES AND EXPENSES
All or part of the fees payable by any or all of the Funds to the
organizations retained to provide services for the Funds may be waived from time
to time in order to increase such Funds' net investment income available for
distribution to shareholders.
Except as noted below, OFFITBANK and Furman Selz bear all expenses in
connection with the performance of their advisory and administrative services.
The Company bears the expenses incurred in its operations, including:
organizational expenses; taxes; interest; fees (including fees paid to its
directors who are not affiliated with the Company); fees payable to the
Commission; state securities qualification fees; costs of preparing and printing
prospectuses for regulatory purposes and for distribution to existing
shareholders; advisory and administration fees; charges of its custodian and
transfer agent; certain insurance costs; auditing and legal expenses; fees of
independent pricing services; costs of shareholders' reports and shareholder
meetings; and any extraordinary expenses. The Company also pays for brokerage
fees and
33
<PAGE>
commissions, if any, in connection with the purchase of portfolio securities,
and reimburses the Company's distributor for certain expenses incurred by it in
connection with activities primarily intended to result in the sale of shares of
any of the Funds. The Global Convertible and Latin America Total Return Funds
shall bear their own organizational expenses and each Fund bears other expenses
directly attributable to that Fund. Other expenses of the Company are allocated
among the Company's investment portfolios based on their relative net assets.
DIVIDENDS AND DISTRIBUTIONS
The High Yield and Global Debt Funds will declare dividends of substantially
all of their net investment income daily and pay those dividends monthly, the
Emerging Markets and Latin America Total Return Funds will declare dividends
daily and pay dividends quarterly and the Global Convertible Fund will declare
and pay dividends quarterly. Each Fund will distribute, at least annually,
substantially all net capital gains, if any, earned by such Fund. Each Fund will
inform shareholders of the amount and nature of all such income or gains.
Dividends are paid in the form of additional shares of the same Fund, unless
the shareholder of record has elected prior to the date of distribution to
receive payment in cash. Such election, or any revocation thereof, must be made
in writing to such Fund's transfer agent and will become effective with respect
to dividends paid after its receipt. Dividends that are otherwise taxable are
taxable to investors whether received in cash or in additional shares of a Fund.
Shares purchased will begin earning dividends on the business day following
the date on which federal funds are available in payment for such shares. Shares
redeemed will earn dividends through the date of redemption. Net investment
income of the Funds for a Saturday, Sunday or a holiday will be declared as a
dividend on the prior business day. Investors who redeem all or a portion of a
Fund's shares prior to a dividend payment date will receive all dividends
declared but unpaid on those shares at the time of their redemption.
PURCHASE OF SHARES
Shares of each Fund may be purchased at the net asset value per share next
determined after receipt of the purchase order. See "Net Asset Value".
INITIAL INVESTMENTS BY WIRE
Subject to acceptance by the Company, shares of each Fund may be purchased
by wiring federal funds ($250,000 minimum) to Investors Fiduciary Trust Co. (see
instructions below). A completed Account Application should be forwarded to the
Company at the address noted below under "Initial Investments by Mail" in
advance of the wire. For each Fund, notification must be given to the Company at
1-800-618-9510 prior to 4:15 p.m., New York time, of the wire date. (Prior
notification must also be received from investors with existing accounts.) Funds
should be wired through the Federal Reserve Bank of New York to:
Investors Fiduciary Trust Co.
127 West 10th Street
Kansas City, Missouri 64105
ABA # 1010-0362-1
Account #7512996
F/B/O The OFFITBANK Investment Fund, Inc.
Ref. (Fund name)
Federal funds purchases will be accepted only on a day on which the Company
and the custodian bank are open for business.
34
<PAGE>
INITIAL INVESTMENTS BY MAIL
Subject to acceptance by the Company, an account may be opened by completing
and signing an Account Application and mailing it to the Company at the address
noted below, together with a check ($250,000 minimum) payable to The OFFITBANK
Investment Fund, Inc.:
The OFFITBANK Investment Fund, Inc.
237 Park Avenue, Suite 910
New York, New York 10017
The Fund(s) to be purchased should be designated on the Account Application.
Subject to acceptance by the Company, payment for the purchase of shares
received by mail will be credited to a shareholder's account at the net asset
value per share of the Fund next determined after receipt. Such payment need not
be converted into federal funds (monies credited to the Company's custodian bank
by a Federal Reserve Bank) before acceptance by the Company.
ADDITIONAL INVESTMENTS
Additional investments may be made at any time (minimum investment $10,000)
by purchasing shares of any Fund at net asset value by mailing a check to the
Company at the address noted under "Initial Investments by Mail" (payable to The
OFFITBANK Investment Fund, Inc.) or by wiring monies to the custodian bank as
outlined above. For each Fund, notification must be given to the Company at
1-800-618-9510 prior to 4:15 p.m., New York time, of the wire date.
OTHER PURCHASE INFORMATION
The Company reserves the right, in its sole discretion, to suspend the
offering of shares of its Funds or to reject purchase orders when, in the
judgment of management, such suspension or rejection is in the best interests of
the Company.
Purchases of a Fund's shares will be made in full and fractional shares of
the Fund calculated to three decimal places. In the interest of economy and
convenience, certificates for shares will not be issued except at the written
request of the shareholder. Certificates for fractional shares, however, will
not be issued.
Shares of the Company's Funds may also be sold to corporations or other
institutions such as trusts, foundations or broker-dealers purchasing for the
accounts of others ("Shareholder Organizations"). Investors purchasing and
redeeming shares of the Funds through a Shareholder Organization may be charged
a transaction-based fee or other fee for the services of such organization. Each
Shareholder Organization is responsible for transmitting to its customers a
schedule of any such fees and information regarding any additional or different
conditions regarding purchases and redemptions. Customers of Shareholder
Organizations should read this Prospectus in light of the terms governing
accounts with their organization. The Company does not pay to or receive
compensation from Shareholder Organizations for the sale of Company shares. The
Company's officers are authorized to waive the minimum initial and subsequent
investment requirements.
The Company has available a form of Individual Retirement Account ("IRA")
which may be obtained from the Distributor that permits the IRA to invest in the
Funds. The minimum investment for all such retirement plans is $250,000.
Investors desiring information regarding investments through IRAs should write
or telephone the Company.
REDEMPTION OF SHARES
Shares of each Fund of the Company may be redeemed by mail, or, if
authorized, by telephone. No charge is made for redemptions. The value of shares
redeemed may be more or less than the purchase price, depending on the market
value of the investment securities held by the Fund.
BY MAIL
Each Fund will redeem its shares at the net asset value next determined
after the request is received in "good order". The net asset values per share of
the Company's Funds are determined as of 4:15 p.m., New
35
<PAGE>
York time, on each day that the New York Stock Exchange, Inc. (the "NYSE"), the
Company is open for business. Requests should be addressed to The OFFITBANK
Investment Fund, Inc., 237 Park Avenue, Suite 910, New York, New York 10017.
Requests in "good order" must include the following documentation:
(a) the share certificates, if issued;
(b) a letter of instruction, if required, or a stock assignment
specifying the number of shares or dollar amount to be redeemed,
signed by all registered owners of the shares in the exact names in which
they are registered;
(c) any required signature guarantees (see "Signature Guarantees" below);
and
(d) other supporting legal documents, if required, in the case of
estates, trusts, guardianships, custodianships, corporations, pension
and profit sharing plans and other organizations.
SIGNATURE GUARANTEES
To protect shareholder accounts, the Company and its transfer agent from
fraud, signature guarantees are required to enable the Company to verify the
identity of the person who has authorized a redemption from an account.
Signature guarantees are required for (1) redemptions where the proceeds are to
be sent to someone other than the registered shareholder(s) and the registered
address, and (2) share transfer requests. Shareholders may contact the Company
at 1-800-618-9510 for further details.
BY TELEPHONE
Provided the Telephone Redemption Option has been authorized, a redemption
of shares may be requested by calling the Company at 1-800-618-9510 and
requesting that the redemption proceeds be mailed to the primary registration
address or wired per the authorized instructions. Shares cannot be redeemed by
telephone if share certificates are held for those shares. If the Telephone
Redemption Option or the Telephone Exchange Option (as described below) is
authorized, the Company and its transfer agent may act on telephone instructions
from any person representing himself or herself to be a shareholder and believed
by the Company or its transfer agent to be genuine. The transfer agent's records
of such instructions are binding and shareholders, not the Company or its
transfer agent, bear the risk of loss in the event of unauthorized instructions
reasonably believed by the Company or its transfer agent to be genuine. The
Company will employ reasonable procedures to confirm that instructions
communicated are genuine and, if it does not, it may be liable for any losses
due to unauthorized or fraudulent instructions. The procedures employed by the
Company in connection with transactions initiated by telephone include tape
recording of telephone instructions and requiring some form of personal
identification prior to acting upon instructions received by telephone.
FURTHER REDEMPTION INFORMATION
Redemption proceeds for shares of the Company recently purchased by check
may not be distributed until payment for the purchase has been collected, which
may take up to fifteen business days from the purchase date. Shareholders can
avoid this delay by utilizing the wire purchase option.
Other than as described above, payment of the redemption proceeds will be
made within seven days after receipt of an order for a redemption. The Company
may suspend the right of redemption or postpone the date at times when the NYSE
or the bond market is closed or under any emergency circumstances as determined
by the Commission.
If the Board of Directors determines that it would be detrimental to the
best interests of the remaining shareholders of the Company to make payment
wholly or partly in cash, the Company may pay the redemption proceeds in whole
or in part by a distribution in-kind of readily marketable securities held by a
Fund in lieu of cash in conformity with applicable rules of the Commission.
Investors generally will incur brokerage charges on the sale of portfolio
securities so received in payment of redemptions.
36
<PAGE>
SHAREHOLDER SERVICES
EXCHANGE PRIVILEGE
Each Fund's shares may be exchanged for shares of other Funds or for shares
of the Company's other portfolios that are listed on the cover page of this
Prospectus based on the respective net asset values of the shares involved. The
exchange privilege is only available, however, with respect to the Funds or
portfolios that are registered for sale in a shareholder's state of residence.
In addition, shareholders must transfer a minimum of $50,000 of assets between
Funds or portfolios for each transfer. There are no exchange fees. Exchange
requests should be sent to The OFFITBANK Investment Fund, Inc., 237 Park Avenue,
Suite 910, New York, New York 10017 or, if the Telephone Exchange Option has
been authorized, by calling the Company at 1-800-618-9510. See "Redemption of
Shares--By Telephone" above. Shareholders should note that an exchange between
Funds or portfolios is considered a sale and purchase of shares for tax
purposes.
TRANSFER OF REGISTRATION
The registration of Company shares may be transferred by writing to The
OFFITBANK Investment Fund, Inc., 237 Park Avenue, Suite 910, New York, New York
10017. As in the case of redemptions, the written request must be received in
good order as defined above.
NET ASSET VALUE
The net asset value per share of each Fund is calculated once daily at 4:15
p.m., New York time, Monday through Friday, except on days on which the NYSE is
closed. The NYSE currently is scheduled to be closed on New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving and Christmas or on the preceding Friday or subsequent Monday when
one of these holidays falls on a Saturday or Sunday, respectively. The net asset
value per share of each Fund is determined as of the close of regular trading on
the NYSE and is computed by dividing the value of the net assets of such Fund by
the total number of Fund shares outstanding. Equity securities held by a Fund
are valued at the last sale price on the exchange or in the principal
over-the-counter market in which such securities are traded, as of the close of
business on the day the securities are being valued or, lacking any sales, at
the last available bid price. Debt securities held by a Fund generally are
valued based on quoted bid prices. Short-term debt investments having maturities
of 60 days or less are amortized to maturity based on their cost, and if
applicable, adjusted for foreign exchange translation.
Securities for which market quotations are not readily available are valued
at fair value determined in good faith by or under the direction of the
Company's Board of Directors. Securities quoted in foreign currencies initially
will be valued in the currency in which they are denominated and then will be
translated into U.S. dollars at the prevailing foreign exchange rate. Securities
may be valued by independent pricing services which use prices provided by
market-makers or estimates of market values obtained from yield data relating to
instruments or securities with similar characteristics.
37
<PAGE>
TAXES
Each Fund intends to qualify for taxation as a regulated investment company
("RIC") under the Code. If so qualified, each Fund will not be subject to
federal income taxes with respect to net investment income and net realized
long-term capital gains, if any, that are distributed to its shareholders,
provided that the Fund distributes each taxable year (i) at least 90% of its
investment company taxable income (as that term is defined in the Code, without
regard to the deduction for dividends paid), and (ii) at least 90% of the excess
of its tax-exempt interest income net of certain deductions allocable to such
income. Each Fund will be treated as a separate entity for federal income tax
purposes, and thus the provisions of the Code, applicable to regulated
investment companies generally will be applied to each Fund separately, rather
than to the Company as a whole. In addition, net realized long-term capital
gains, investment company taxable income and operating expenses will be
determined separately for each Fund. Dividends, either in cash or reinvested in
shares, paid by a Fund from net investment income will be taxable to
shareholders as ordinary income.
Whether paid in cash or additional shares of a Fund, and regardless of the
length of time the shares in such Fund have been owned by the shareholder,
distributions from long-term capital gains are taxable to shareholders as such.
Shareholders are notified annually by the Company as to federal tax status of
dividends and distributions paid by a Fund. Such dividends and distributions may
also be subject to state and local taxes.
Exchanges and redemptions of shares in a Fund are generally taxable events
for federal income tax purposes. Individual shareholders may also be subject to
state and local taxes on such exchanges and redemptions.
Each Fund intends to declare and pay dividends and capital gains
distributions so as to avoid imposition of a non-deductible 4% federal excise
tax. To do so, each Fund intends to distribute an amount at least equal to (i)
98% of its calendar year ordinary income, (ii) 98% of its capital gains net
income (the excess of short and long-term capital gain over short and long-term
capital loss) for the one-year period ending October 31st, and (iii) 100% of any
undistributed ordinary or capital gain net income from the prior calendar year.
Although dividends generally will be treated as distributed when paid, dividends
declared in October, November or December, payable to shareholders of record on
a specified date in one of those months and paid during the following January
will be treated as having been distributed by a Fund (and received by the
shareholders) on December 31 of the year declared.
A Fund may be subject to certain taxes imposed by foreign countries with
respect to dividends, capital gains and other income. If a Fund qualifies as a
regulated investment company, if certain distribution requirements are satisfied
and if more than 50% in value of a Fund's total assets at the close of any
taxable year consists of stocks or securities of foreign corporations, which for
this purpose should include obligations issued by foreign governmental issuers,
a Fund may elect to treat any foreign income taxes paid by it that can be
treated as income taxes under U.S. income tax regulations as paid by its
shareholders. The Emerging Markets and Latin America Total Return Funds expect
to, and the Global Debt and Global Convertible Funds may, qualify for this
election. Each of these Funds may make such an election in a taxable year in
which it is qualified to make the election. For any year that a Fund makes such
an election, an amount equal to the foreign income taxes paid by a Fund that can
be treated as income taxes under U.S. income tax principles will be included in
the income of its shareholders and each shareholder will be entitled (subject to
certain limitations) to credit the amount included in his income against his
U.S. tax liabilities, if any, or to deduct such amount from his U.S. taxable
income, if any. Shortly after any year for which it makes such an election, the
Fund will report to its shareholders, in writing, the amount per share of such
foreign income taxes that must be included in each shareholder's gross income
and the amount that will be available for deductions or credit. In general, a
shareholder may elect each year whether to claim deductions or credits for
foreign taxes. No deductions for foreign taxes may be claimed, however, by
non-corporate shareholders (including certain foreign shareholders as described
below) who do not itemize deductions. If a shareholder elects to credit foreign
taxes, the amount of credit that may be claimed in any year may not exceed the
same proportion of the U.S. tax against which such credit is taken that the
shareholder's taxable income from foreign sources (but not in excess of the
shareholder's entire taxable income) bears to his entire taxable
38
<PAGE>
income. For this purpose, the Fund expects that the capital gains its
distributes to its shareholders, whether dividends or capital gain
distributions, will generally not be treated as foreign source taxable income.
If the Fund makes this election, a shareholder will be treated as receiving
foreign source income in an amount equal to the sum of his proportionate share
of foreign income taxes paid by the Fund and the portion of dividends paid by
the Fund representing income earned from foreign sources. This limitation must
be applied separately to certain categories of income and the related foreign
taxes.
Ordinary income dividends paid by a Fund to shareholders who are
non-resident aliens or foreign entities will be subject to a 30% withholding tax
unless a reduced rate of withholding or a withholding exemption is provided
under applicable treaty law or the income is "effectively connected" with a U.S.
trade or business. Generally, subject to certain exceptions, capital gain
dividends paid to non-resident shareholders or foreign entities will not be
subject to U.S. tax. Non-resident shareholders are urged to consult their own
tax advisers concerning the applicability of the U.S. withholding tax.
If a Fund purchases shares in "passive foreign investment companies"
("PFICs"), the Fund may be subject to U.S. federal income tax on a portion of
any "excess distribution" or gain from the disposition of the shares even if the
income is distributed as a taxable dividend by the Fund to its shareholders.
Additionally, charges in the nature of interest may be imposed on either a Fund
or its shareholders with respect to deferred taxes arising from excess
distributions or gains. Alternatively, a Fund may be able to elect to treat the
PFIC as a "qualified electing fund" and the Fund would instead be required to
annually include in income a portion of the ordinary earnings and net capital
gains of the PFIC regardless of whether distributed. Such amounts would be
subject to the 90% and calendar year RIC distribution requirements. While it is
possible that the fund may invest in PFICs, it is not anticipated such
investments would be material.
A Fund may be required to withhold federal income tax at a rate of 31%
("backup withholding") from dividends and redemption proceeds paid to
non-corporate shareholders. This tax may be withheld from dividends if (i) the
shareholder fails to furnish the Fund with the shareholder's correct taxpayer
identification number, (ii) the Internal Revenue Service ("IRS") notifies the
Fund that the shareholder has failed to report properly certain interest and
dividend income to the IRS and to respond to notices to that effect, or (iii)
when required to do so, the shareholder fails to certify that he or she is not
subject to backup withholding.
Descriptions of tax consequences set forth in this Prospectus and in the
Statement of Additional Information are intended to be a general guide.
Investors should consult their tax advisers concerning a prospective investment
in the Fund.
THE TRANSFER
On March 1, 1994, the High Yield Fund exchanged its shares for portfolio
securities of The Senior Securities Fund, L.P. (the "Partnership"), a Delaware
limited partnership, after which the Partnership dissolved and distributed
shares of the High Yield Fund received pro rata to its partners. Following this
transfer (the "Transfer"), partners of the Partnership who participated in the
Transfer constituted all of the shareholders of the High Yield Fund, except for
shares representing seed capital contributed to the Fund by the Distributor. No
gain or loss was recognized by the Partnership or the participating partners
upon the Transfer. The Transfer may result in adverse tax consequences to future
shareholders of the High Yield Fund if the Fund sells appreciated securities
acquired in the Transfer. In such case, the amount of the gain would be taxable
to future shareholders as well as to shareholders who received High Yield Fund
shares in the Transfer. The effect of this for future shareholders would be to
immediately tax them on a distribution that represents a return of the purchase
price of their shares rather than an increase in the value of their investment.
The effect on shareholders who receive High Yield Fund shares in the Transfer
would be to reduce their potential liability for tax on capital gains by
spreading it over a larger asset base.
39
<PAGE>
PERFORMANCE INFORMATION
From time to time the Funds may advertise certain information about their
performance. The Funds may present standardized and nonstandardized total return
in advertisements or other written material. Standardized total return is
calculated in accordance with the Commission's formula. Nonstandardized total
return differs from the standardized total return only in that it may be related
to a nonstandard period or is presented in the aggregate rather than as an
annual average. In addition, the Funds may make available information as to
their respective "yield" and "effective yield" over a thirty-day period, as
calculated in accordance with the Commission's prescribed formula. The
"effective yield" assumes that the income earned by an investment in a Fund is
reinvested, and will therefore be slightly higher than the yield because of the
compounding effect of this assumed reinvestment.
The performance of the Funds may be quoted and compared to those of other
mutual funds with similar investment objectives and to other relevant indices or
to rankings prepared by independent services or other financial or industry
publications that monitor the performance of mutual funds. For example,
performance information may be compared with data published by Lipper Analytical
Services, Inc. or to unmanaged indices of performance, including, but not
limited to, Value Line Composite, Lehman Brothers Bond, Government Corporate,
Corporate and Aggregate Indices, Merrill Lynch Government & Agency and
Intermediate Agency Indices, Morgan Stanley Capital International Europe,
Australia and Far East Index or Morgan Stanley Capital International World
Index. The performance information may also include evaluations of the Funds
published by nationally recognized ranking services and by various national or
local financial publications, such as BUSINESS WEEK, FORBES, FORTUNE,
INSTITUTIONAL INVESTOR, MONEY, THE WALL STREET JOURNAL, BARRON'S, CHANGING
TIMES, MORNINGSTAR, MUTUAL FUND VALUES, U.S.A. TODAY OR THE NEW YORK TIMES or
other industry or financial publications.
A FUND'S PERFORMANCE INFORMATION IS HISTORICAL, WILL FLUCTUATE AND SHOULD
NOT BE CONSIDERED AS REPRESENTATIVE OF FUTURE RESULTS. The Commission's formulas
for calculating performance are described under "Performance Information" in the
Statement of Additional Information.
THE TRANSFER
The High Yield Fund was formed as a successor investment vehicle for the
Partnership, for which the Adviser served as investment adviser and an affiliate
of the Adviser acted as general partner. On March 1, 1994, the High Yield Fund
exchanged its shares for portfolio securities of the Partnership in the
Transfer. The Transfer may have adverse tax consequences to investors who
acquire shares of the High Yield Fund in the continuous offering after the
Transfer if the Fund sells securities acquired in the Transfer that had
appreciated in value at the time of disposition from the date they were acquired
by the Partnership. The amount of any gain (including any appreciation in value
from the date they were acquired by the Partnership) would be taxable to all
shareholders, including new shareholders as well as those shareholders who were
former limited partners of the Partnership. The effect of this would be to tax
new shareholders on a distribution that economically represents a return of a
portion of the purchase price of their shares rather than on an increase in the
value of their investment.
The investment performance of the Partnership, the predecessor to the High
Yield Fund, for the years 1986 through 1993 as compared to Lipper Analytical
High Yield Average is illustrated below. While the High Yield Fund employs
investment policies that are substantially similar to those that were employed
by the Partnership, the High Yield Fund is subject to certain restrictions on
its investment activities under the 1940 Act and the Code to which the
Partnership was not subject. Operating expenses incurred by the High Yield Fund
may be higher than expenses that would have been incurred by the Partnership had
it continued to operate as a private investment partnership. The performance
data presented below is provided solely to illustrate the Adviser's historical
performance in advising the Partnership. Past performance of the Partnership
should not be interpreted as indicative of the High Yield Fund's future
performance.
40
<PAGE>
ANNUAL TOTAL RATES OF RETURN
<TABLE>
<CAPTION>
COMPOUND
ANNUAL
RATES OF
RETURN
---------
1986 1987 1988 1989 1990 1991 1992 1993 3 YRS.
--------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Partnership............... 4.63% 2.70% 19.86% 2.55% (1.28)% 33.14% 21.61% 21.13% 25.17%
Lipper Analytical High
Yield Average............ 12.57% 1.94% 12.64% (1.08)% (11.00)% 36.01% 17.02% 19.25% 23.81%
<CAPTION>
5 YRS. 8 YRS.
--------- ---------
<S> <C> <C>
Partnership............... 14.70% 12.45%
Lipper Analytical High
Yield Average............ 10.77% 10.08%
</TABLE>
- --------------
The annual total rate of return is net of fees and expenses of the
Partnership. It represents the change in value of a hypothetical Partnership
account for the year, assuming reinvestment at unit value of any
distributions.
The compound annualized rate of return is the rate of return on a
compounded basis that would be earned on an investment over a specific time
period expressed in annualized form. These rates are calculated for the 3,
5 and 8-year periods ended December 31, 1993.
The expense ratios of the Partnership for the years 1986 through 1993
were 1.74%, 1.82%, 1.73%, 1.73%, 1.64%, 1.47%, 1.21% and 0.96%,
respectively. The expense ratio for the High Yield Fund is 1.05%. See
"Expense Information".
The Lipper Analytical High Yield Average (the "Average") is a widely
recognized measure of the performance of high current yield open-end
investment companies. A high current yield fund seeks to obtain high
(relative) current yield be investing in fixed income securities that have
no quality or maturity restrictions. The funds comprising the Average
express an intention to invest in lower grade debt securities. The
performance of each fund in the Average is measured net of fees and
expenses of such fund, although applicable sales charges are not reflected.
ADDITIONAL INFORMATION
ORGANIZATION AND CAPITAL STOCK
The Company was incorporated under the laws of the State of Maryland on
September 8, 1993. The Company operates as an open-end investment company and is
not authorized to engage in the business of banking. The authorized capital
stock of the Company consists of 10,000,000,000 shares having a par value of
$.001 per share. The Company's Articles of Incorporation, together with Articles
Supplementary, currently authorize the issuance of eight classes of shares,
corresponding to shares of OFFITBANK High Yield Fund, OFFITBANK Emerging Markets
Fund, OFFITBANK Investment Grade Global Debt Fund, OFFITBANK Global Convertible
Fund, OFFITBANK Latin America Total Return Fund, OFFITBANK National Municipal
Fund, OFFITBANK California Municipal Fund and OFFITBANK New York Municipal Fund.
The Company's Board of Directors may, in the future, authorize the issuance of
additional classes of capital stock representing shares of additional investment
portfolios or additional classes of shares of the Funds.
Holders of a Fund's shares will vote in the aggregate with shareholders of
the Company's other current and future portfolios on all matters, except where
otherwise required by law or where the matter involved affects only that Fund.
Under the corporate law of Maryland, the Company's state of incorporation, and
the Company's By-Laws (except as required under the 1940 Act), the Company is
not required and does not currently intend to hold annual meetings of
shareholders for the election of directors. Shareholders, however, do have the
right to call for a meeting to consider the removal of one or more of the
Company's directors if such a request is made, in writing, by the holders of at
least 10% of the Company's outstanding voting securities. A more complete
statement of the voting rights of shareholders is contained in the Statement of
Additional Information.
All shares of the Company, when issued, will be fully paid and
nonassessable.
Furman Selz provided the initial capital for the Company and currently is
the sole and controlling shareholder of the Global Debt Fund.
COUNSEL
Simpson Thacher & Bartlett (a partnership which includes professional
corporations), New York, New York, serves as counsel to the Company.
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REPORTS TO SHAREHOLDERS
Each Fund sends shareholders semi-annual and audited annual reports, each of
which include listings of investment securities held by each Fund at the end of
the period covered. In an effort to reduce the Funds' printing and mailing
costs, the Funds may consolidate the mailing of their semi-annual and annual
reports by household. This consolidation means that a household having multiple
accounts with the identical address of record would receive a single copy of
each report. When a Fund's annual report is combined with the Prospectus into a
single document, the Fund will mail the combined document to each shareholder to
comply with legal requirements. Any shareholder who does not want this
consolidation to apply to his or her account should contact the Company or the
Funds' transfer agent.
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APPENDIX A
RATINGS
The following is a description of certain ratings of Moody's Investors
Service, Inc. ("Moody's"), Standard & Poor's Ratings Group ("S&P") and Duff &
Phelps Credit Rating Co. ("D&P") that are applicable to certain obligations in
which certain of the Company's Funds may invest.
MOODY'S CORPORATE AND BOND RATINGS
Aaa--Bonds which are rated Aaa are judged to be of the best quality and
carry the smallest degree of investment risk. Interest payments are protected by
a large or by an exceptionally stable margin, and principal is secure. While the
various protective elements are likely to change, such changes as can be
visualized are most unlikely to impair the fundamentally strong position of such
issues.
Aa--Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group they comprise what are generally known as
high grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in Aaa securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long term risks appear somewhat larger than in Aaa securities.
A--Bonds which are rated A possess many favorable investment qualities and
are to be considered as upper medium grade obligations. Factors giving security
to principal and interest are considered adequate but elements may be present
which suggest a susceptibility to impairment sometime in the future.
Baa--Bonds which are rated Baa are considered as medium grade obligations,
I.E., they are neither highly protected nor poorly secured. Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.
Ba--Bonds which are rated Ba are judged to have speculative elements; their
future cannot be considered as well assured. Often the protection of interest
and principal payments may be very moderate and thereby not well safeguarded
during both good and bad times over the future. Uncertainty of position
characterize bonds in this class.
B--Bonds which are rated B generally lack characteristics of a desirable
investment. Assurance of interest and principal payments or of maintenance and
other terms of the contract over any long period of time may be small.
Caa--Bonds which are rated Caa are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.
Ca--Bonds which are rated Ca represent obligations which are speculative in
high degree. Such issues are often in default or have other marked shortcomings.
C--Bonds which are rated C are the lowest rated class of bonds and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.
Moody's applies numerical modifiers "1", "2" and "3" to certain of its
rating classifications. The modifier "1" indicates that the security ranks in
the higher end of its generic rating category; the modifier "2" indicates a
mid-range ranking; and the modifier "3" indicates that the issue ranks in the
lower end of its generic rating category.
MOODY'S COMMERCIAL PAPER RATINGS
Prime-1--Issuers (or related supporting institutions) rated Prime-1 have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by leading market positions in
well-established industries, high rates or return on funds employed,
conservative
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capitalization structures with moderate reliance on debt and ample asset
protection, broad margins in earnings coverage of fixed financial charges and
high internal cash generation, and well-established access to a range of
financial markets and assured sources of alternate liquidity.
Prime-2--Issuers (or related supporting institutions) rated Prime-2 have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternative liquidity is maintained.
Prime-3--Issuers (or related supporting institutions) rated Prime-3 have an
acceptable capacity for repayment of short-term promissory obligations. The
effect of industry characteristics and market composition may be more
pronounced. Variability in earnings and profitability may result in changes in
the level of debt protection measurements and the requirement for relatively
high financial leverage. Adequate alternate liquidity is maintained.
S&P CORPORATE BOND RATINGS
AAA--This is the highest rating assigned by Standard & Poor's to a debt
obligation and indicates an extremely strong capacity to pay principal and
interest.
AA--Bonds rated AA also qualify as high quality debt obligations. Capacity
to pay principal and interest is very strong, and in the majority of instances
they differ from AAA issues only in small degree.
A--Bonds rated A have a strong capacity to pay principal and interest,
although they are somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions.
BBB--Bonds rated BBB are regarded as having an adequate capacity to pay
principal and interest. Whereas they normally exhibit adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead a weakened capacity to pay principal and interest for bonds in
this category than for bonds in the A category.
BB-B-CCC-CC--Bonds rated BB, B, CCC and CC are regarded, on balance, as
predominantly speculative with respect to the issuer's capacity to pay interest
and repay principal in accordance with the terms of the obligations. BB
indicates the lowest degree of speculation and CC the highest degree of
speculation. While such bonds will likely have some quality and protective
characteristics, these are outweighed by large uncertainties or major risk
exposures to adverse conditions.
D--Bonds rated D are in default. The D category is used when interest
payments or principal payments are not made on the date due even if the
applicable grace period has not expired. The D rating is also used upon the
filing of a bankruptcy petition if debt service payments are jeopardized.
The ratings set forth above may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
S&P COMMERCIAL PAPER RATINGS
An S&P commercial paper rating is a current assessment of the likelihood of
timely payment of debt having an original maturity of no more than 365 days.
Ratings are graded into four categories, ranging from "A" for the highest
quality obligations to "D" for the lowest. The four categories are as follows:
A--Issues assigned this highest rating are regarded as having the greatest
capacity for timely payment. Issues in this category are delineated with the
numbers 1, 2 and 3 to indicate the relative degree of safety.
A-1--This designation indicates that the degree of safety regarding timely
payment is either overwhelming or very strong. Those issues determined to
possess overwhelming safety characteristics are denoted with a plus (+) sign
designation.
A-2--Capacity for timely payment on issues with this designation is strong.
However, the relative degree of safety is not as high as for issues designated
"A-1".
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A-3--Issues carrying this designation have a satisfactory capacity for
timely payment. They are, however, somewhat more vulnerable to the adverse
effects of changes in circumstances than obligations carrying the higher
designations.
B--Issues rated "B" are regarded as having only an adequate capacity for
timely payment. However, such capacity may be damaged by changing conditions or
short-term adversities.
C--This rating is assigned to short-term debt obligations with a doubtful
capacity for payment.
D--Debt rated "D" is in payment default. The "D" rating category is used
when interest payments or principal payments are not made on the date due even
if the applicable grace period has not expired, unless S&P believes that such
payments will be made during such grace period.
D&P CORPORATE BOND RATINGS
AAA--Highest credit quality. The risk factors are negligible, being only
slightly more than risk-free U.S. Treasury debt.
AA--High credit quality. Protection factors are strong. Risk is modest but
may vary slightly from time to time because of economic stress.
A--Protection factors are average but adequate. However, risk factors are
more variable and greater in periods of economic stress.
BBB--Below average protection factors but still considered sufficient for
prudent investment. Considerable variability in risk during economic cycles.
BB--Below investment grade but deemed likely to meet obligations when due.
Present or prospective financial protection factors fluctuate according to
industry conditions or company fortunes. Overall quality may move up or down
frequently within this category.
B--Below investment grade and possessing risk that obligations will not be
met when due. Financial protection factors will fluctuate widely according to
economic cycles, industry conditions and/or company fortunes. Potential exists
for frequent changes in the rating within this category or into a higher or
lower rating grade.
CCC--Well below investment grade securities. Considerable uncertainty exists
as to timely payment of principal, interest or preferred dividends. Protection
factors are narrow and risk can be substantial with unfavorable economic/
industry conditions, and/or with unfavorable company developments.
DD--Defaulted debt obligations. Issuer failed to meet scheduled principal
and/or interest payments.
The ratings set forth above may be modified by the addition of a plus or
minus to show relative standing within the major rating categories.
D&P COMMERCIAL PAPER RATINGS
Duff 1+--Highest certainty of timely payment. Short-term liquidity,
including internal operating factors and/or access to alternative sources of
trusts, is outstanding, and safety is just below risk-free U.S. Treasury
short-term obligations.
Duff 1--Very high certainty of timely payment. Liquidity factors are
excellent and supported by good fundamental protection factors. Risk factors are
minor.
Duff 1--High certainty of timely payment. Liquidity factors are strong and
supported by good fundamental protection facts. Risk factors are very small.
Duff 2--Good certainty of timely payment. Liquidity factors and company
fundamentals are sound. Although ongoing funding needs may enlarge total
financing requirements, access to capital markets is good. Risk factors are
small.
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Duff 3--Satisfactory liquidity and other protection factors qualify issue as
investment grade. Risk factors are larger and subject to more variation.
Nevertheless, timely payment is expected.
Duff 4--Speculative investment characteristics. Liquidity is not sufficient
to insure against disruption in debt service. Operating factors and market
access may be subject to a high degree of variation.
Duff 5--Issuer failed to meet scheduled principal and/or interest payments.
Bonds rated in the Baa or BBB categories are considered to have adequate
capacity to pay principal and interest. However, such bonds may have speculative
characteristics, and changes in economic conditions or other circumstances are
more likely to lead to a weakened capacity to make principal and interest
payments than is the case with higher grade bonds.
After purchase by a Fund, a security may cease to be rated or its rating may
be reduced below the minimum required for purchase by such Fund. Neither event
will require a sale of such security by such Fund. However, the Adviser will
consider such event in its determination of whether such Fund should continue to
hold the security. To the extent that the ratings given by Moody's, S&P or D&P
may change as a result of changes in such organizations or their rating systems,
the Funds will attempt to use comparable ratings as standards for investments in
accordance with the investment policies contained in this Prospectus and in the
Statement of Additional Information.
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APPENDIX B
HEDGING AND DERIVATIVES
Each Fund may be authorized to use a variety of investment strategies to
hedge various market risks (such as interest rates, currency exchange rates and
broad or specific market movements), to manage the effective maturity or
duration of debt instruments held by the Fund, or, with respect to certain
strategies, to seek to increase the Fund's income or gain (such investment
strategies and transactions are referred to herein as "Hedging and
Derivatives"). The description of each Fund indicates which, if any, of these
types of transactions may be used by such Fund.
A detailed discussion of Hedging and Derivatives follows below. No Fund
which is authorized to use any of these investment strategies will be obligated,
however, to pursue any of such strategies and no Fund makes any representation
as to the availability of these techniques at this time or at any time in the
future. In addition, a Fund's ability to pursue certain of these strategies may
be limited by the Commodity Exchange Act, as amended, applicable rules and
regulations of the Commodity Futures Trading Commission ("CFTC") thereunder and
the federal income tax requirements applicable to regulated investment companies
which are not operated as commodity pools. To the extent not otherwise
restricted by the Commission, the CFTC, the Code or its investment objectives
and policies, a Fund may utilize, without limitation, Hedging and Derivatives.
See "Additional Information Concerning Taxes" in the Statement of Additional
Information.
GENERAL CHARACTERISTICS OF OPTIONS
Put options and call options typically have similar structural
characteristics and operational mechanics regardless of the underlying
instrument on which they are purchased or sold. Thus, the following general
discussion relates to each of the particular types of options discussed in
greater detail below. In addition, many Hedging and Derivatives involving
options require segregation of Fund assets in special accounts, as described
below under "Use of Segregated and Other Special Accounts".
A put option gives the purchaser of the option, upon payment of a premium,
the right to sell, and the writer the obligation to buy, the underlying
security, commodity, index, currency or other instrument at the exercise price.
A Fund's purchase of a put option on a security, for example, might be designed
to protect its holdings in the underlying instrument (or, in some cases, a
similar instrument) against a substantial decline in the market value of such
instrument by giving the Fund the right to sell the instrument at the option
exercise price. A call option, upon payment of a premium, gives the purchaser of
the option the right to buy, and the seller the obligation to sell, the
underlying instrument at the exercise price. A Fund's purchase of a call option
on a security, financial futures contract, index, currency or other instrument
might be intended to protect the Fund against an increase in the price of the
underlying instrument that it intends to purchase in the future by fixing the
price at which it may purchase the instrument. An "American" style put or call
option may be exercised at any time during the option period, whereas a
"European" style put or call option may be exercised only upon expiration or
during a fixed period prior to expiration. Exchange-listed options are issued by
a regulated intermediary such as the Options Clearing Corporation ("OCC"), which
guarantees the performance of the obligations of the parties to the options. The
discussion below uses the OCC as an example, but is also applicable to other
similar financial intermediaries.
OCC-issued and exchange-listed options, with certain exceptions, generally
settle by physical delivery of the underlying security or currency, although in
the future, cash settlement may become available. Index options and Eurodollar
instruments (which are described below under "Eurodollar Instruments") are cash
settled for the net amount, if any, by which the option is "in-the-money" (that
is, the amount by which the value of the underlying instrument exceeds, in the
case of a call option, or is less than, in the case of a put option, the
exercise price of the option) at the time the option is exercised. Frequently,
rather than taking or making delivery of the underlying instrument through the
process of exercising the option, listed options are closed by entering into
offsetting purchase or sale transactions that do not result in ownership of the
new option.
A Fund's inability to close out its position as a purchaser or seller of an
OCC-issued or exchange-listed put or call option is dependent, in part, upon the
liquidity of the particular option market. Among the
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possible reasons for the absence of a liquid option market on an exchange are:
(1) insufficient trading interest in certain options, (2) restrictions on
transactions imposed by an exchange, (3) trading halts, suspensions or other
restrictions imposed with respect to particular classes or series of options or
underlying securities, including reaching daily price limits, (4) interruption
of the normal operations of the OCC or an exchange, (5) inadequacy of the
facilities of an exchange or the OCC to handle current trading volume or (6) a
decision by one or more exchanges to discontinue the trading of options (or a
particular class or series of options), in which event the relevant market for
that option on that exchange would cease to exist, although any such outstanding
options on that exchange would continue to be exercisable in accordance with
their terms.
The hours of trading for listed options may not coincide with the hours
during which the underlying financial instruments are traded. To the extent that
the option markets close before the markets for the underlying financial
instruments, significant price and rate movements can take place in the
underlying markets that would not be reflected in the corresponding option
markets.
Over-the-counter ("OTC") options are purchased from or sold to securities
dealers, financial institutions or other parties (collectively referred to as
"Counterparties" and individually referred to as a "Counterparty") through a
direct bilateral agreement with the Counterparty. In contrast to exchange-listed
options, which generally have standardized terms and performance mechanics, all
of the terms of an OTC option, including such terms as method of settlement,
term, exercise price, premium, guarantees and security, are determined by
negotiation of the parties. It is anticipated that any Fund authorized to use
OTC options will generally only enter into OTC options that have cash settlement
provisions, although it will not be required to do so.
Unless the parties provide for it, no central clearing or guarantee function
is involved in an OTC option. As a result, if a Counterparty fails to make or
take delivery of the security, currency or other instrument underlying an OTC
option it has entered into with a Fund or fails to make a cash settlement
payment due in accordance with the terms of that option, the Fund will lose any
premium it paid for the option as well as any anticipated benefit of the
transaction. Thus, the Adviser must assess the creditworthiness of each such
Counterparty or any guarantor or credit enhancement of the Counterparty's credit
to determine the likelihood that the terms of the OTC option will be met. A Fund
will enter into OTC option transactions only with U.S. government securities
dealers recognized by the Federal Reserve Bank of New York as "primary dealers",
or broker-dealers, domestic or foreign banks, or other financial institutions
that are deemed creditworthy by the Adviser. In the absence of a change in the
current position of the staff of the Commission, OTC options purchased by a Fund
and the amount of the Fund's obligation pursuant to an OTC option sold by the
Fund (the cost of the sell-back plus the in-the-money amount, if any) or the
value of the assets held to cover such options will be deemed illiquid.
If a Fund sells a call option, the premium that it receives may serve as a
partial hedge, to the extent of the option premium, against a decrease in the
value of the underlying securities or instruments held by the Fund or will
increase the Fund's income. Similarly, the sale of put options can also provide
Fund gains.
If and to the extent authorized to do so, a Fund may purchase and sell call
options on securities and on Eurodollar instruments that are traded on U.S. and
foreign securities exchanges and in the OTC markets, and on securities indices,
currencies and futures contracts. All calls sold by a Fund must be "covered",
that is, the Fund must own the securities subject to the call, must own an
offsetting option on a futures position, or must otherwise meet the asset
segregation requirements described below for so long as the call is outstanding.
Even though a Fund will receive the option premium to help protect it against
loss, a call sold by the Fund will expose the Fund during the term of the option
to possible loss of opportunity to realize appreciation in the market price of
the underlying security or instrument and may require the Fund to hold a
security or instrument that it might otherwise have sold.
Each Fund reserves the right to purchase or sell options on instruments and
indices which may be developed in the future to the extent consistent with
applicable law, the Fund's investment objective and the restrictions set forth
herein.
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If and to the extent authorized to do so, a Fund may purchase and sell put
options on securities (whether or not it holds the securities in its portfolio)
and on securities indices, currencies and futures contracts. In selling put
options, a Fund faces the risk that it may be required to buy the underlying
security at a disadvantageous price above the market price.
GENERAL CHARACTERISTICS OF FUTURES CONTRACTS AND OPTIONS ON FUTURES CONTRACTS
If and to the extent authorized to do so, a Fund may trade financial futures
contracts or purchase or sell put and call options on those contracts as a hedge
against anticipated interest rate, currency or market changes, for duration
management and for permissible non-hedging purposes. Futures contracts are
generally bought and sold on the commodities exchanges on which they are listed
with payment of initial and variation margin as described below. The sale of a
futures contract creates a firm obligation by a Fund, as seller, to deliver to
the buyer the specific type of financial instrument called for in the contract
at a specific future time for a specified price (or, with respect to certain
instruments, the net cash amount). Options on futures contracts are similar to
options on securities except that an option on a futures contract gives the
purchaser the right, in return for the premium paid, to assume a position in a
futures contract and obligates the seller to deliver that position.
A Fund's use of financial futures contracts and options thereon will in all
cases be consistent with applicable regulatory requirements and in particular
the rules and regulations of the CFTC and generally will be entered into only
for bona fide hedging, risk management (including duration management) or other
permissible non-hedging purposes. Maintaining a futures contract or selling an
option on a futures contract will typically require a Fund to deposit with a
financial intermediary, as security for its obligations, an amount of cash or
other specified assets ("initial margin") that initially is from 1% to 10% of
the face amount of the contract (but may be higher in some circumstances).
Additional cash or assets ("variation margin") may be required to be deposited
thereafter daily as the mark-to-market value of the futures contract fluctuates.
The purchase of an option on a financial futures contract involves payment of a
premium for the option without any further obligation on the part of a Fund. If
a Fund exercises an option on a futures contract it will be obligated to post
initial margin (and potentially variation margin) for the resulting futures
position just as it would for any futures position. Futures contracts and
options thereon are generally settled by entering into an offsetting
transaction, but no assurance can be given that a position can be offset prior
to settlement or that delivery will occur.
No Fund will enter into a futures contract or option thereon for purposes
other than bona fide hedging if, immediately thereafter, the sum of the amount
of its initial margin and premiums required to maintain permissible non-hedging
positions in futures contracts and options thereon would exceed 5% of the
liquidation value of the Fund's net assets; however, in the case of an option
that is in-the-money at the time of the purchase, the in-the-money amount may be
excluded in calculating the 5% limitation. The segregation requirements with
respect to futures contracts and options thereon are described below under "Use
of Segregated and Other Special Accounts".
OPTIONS ON SECURITIES INDICES AND OTHER FINANCIAL INDICES
If and to the extent authorized to do so, a Fund may purchase and sell call
and put options on securities indices and other financial indices. In so doing,
the Fund can achieve many of the same objectives it would achieve through the
sale or purchase of options on individual securities or other instruments.
Options on securities indices and other financial indices are similar to options
on a security or other instrument except that, rather than settling by physical
delivery of the underlying instrument, options on indices settle by cash
settlement; that is, an option on an index gives the holder the right to
receive, upon exercise of the option, an amount of cash if the closing level of
the index upon which the option is based exceeds, in the case of a call, or is
less than, in the case of a put, the exercise price of the option (except if, in
the case of an OTC option, physical delivery is specified). This amount of cash
is equal to the excess of the closing price of the index over the exercise price
of the option, which also may be multiplied by a formula value. The seller of
the option is obligated, in return for the premium received, to make delivery of
this amount. The gain or loss on an option on an index depends on price
movements in the instruments comprising the market, market segment, industry or
other composite on which the underlying index is based, rather than price
movements in individual securities, as is the case with respect to options on
securities.
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CURRENCY TRANSACTIONS
If and to the extent authorized to do so, a Fund may engage in currency
transactions with Counterparties to hedge the value of portfolio securities
denominated in particular currencies against fluctuations in relative value.
Currency transactions include currency forward contracts, exchange-listed
currency futures contracts and options thereon, exchange-listed and OTC options
on currencies, and currency swaps. A forward currency contract involves a
privately negotiated obligation to purchase or sell (with delivery generally
required) a specific currency at a future date, which may be any fixed number of
days from the date of the contract agreed upon by the parties, at a price set at
the time of the contract. A currency swap is an agreement to exchange cash flows
based on the notional difference among two or more currencies and operates
similarly to an interest rate swap, which is described below under "Swaps, Caps,
Floors and Collars". A Fund may enter into currency transactions only with
Counterparties that are deemed creditworthy by the Adviser.
Except as provided in this Prospectus, a Fund's dealings in forward currency
contracts and other currency transactions such as futures contracts, options,
options on futures contracts and swaps will be limited to hedging and other
non-speculative purposes, including transaction hedging and position hedging.
Transaction hedging is entering into a currency transaction with respect to
specific assets or liabilities of a Fund, which will generally arise in
connection with the purchase or sale of the Fund's portfolio securities or the
receipt of income from them. Position hedging is entering into a currency
transaction with respect to portfolio securities positions denominated or
generally quoted in that currency. A Fund will not enter into a transaction to
hedge currency exposure to an extent greater, after netting all transactions
intended wholly or partially to offset other transactions, than the aggregate
market value (at the time of entering into the transaction) of the securities
held by the Fund that are denominated or generally quoted in or currently
convertible into the currency, other than with respect to proxy hedging as
described below.
A Fund may cross-hedge currencies by entering into transactions to purchase
or sell one or more currencies that are expected to increase or decline in value
relative to other currencies to which the Fund has or in which the Fund expects
to have exposure. To reduce the effect of currency fluctuations on the value of
existing or anticipated holdings of its securities, a Fund may also engage in
proxy hedging. Proxy hedging is often used when the currency to which a Fund's
holdings is exposed is difficult to hedge generally or difficult to hedge
against the dollar. Proxy hedging entails entering into a forward contract to
sell a currency, the changes in the value of which are generally considered to
be linked to a currency or currencies in which some or all of a Fund's
securities are or are expected to be denominated, and to buy dollars. The amount
of the contract would not exceed the market value of the Fund's securities
denominated in linked currencies.
Currency transactions are subject to risks different from other portfolio
transactions, as discussed below under "Risk Factors". If a Fund enters into a
currency hedging transaction, the Fund will comply with the asset segregation
requirements described below under "Use of Segregated and Other Special
Accounts".
COMBINED TRANSACTIONS
If and to the extent authorized to do so, a Fund may enter into multiple
transactions, including multiple options transactions, multiple futures
transactions, multiple currency transactions (including forward currency
contracts), multiple interest rate transactions and any combination of futures,
options, currency and interest rate transactions, instead of a single Hedging
and Derivatives, as part of a single or combined strategy when, in the judgment
of the Adviser, it is in the best interests of the Fund to do so. A combined
transaction will usually contain elements of risk that are present in each of
its component transactions. Although combined transactions will normally be
entered into by a Fund based on the Adviser's judgment that the combined
strategies will reduce risk or otherwise more effectively achieve the desired
portfolio management goal, it is possible that the combination will instead
increase the risks or hinder achievement of the portfolio management objective.
SWAPS, CAPS, FLOORS AND COLLARS
A Fund may be authorized to enter into interest rate, currency and index
swaps and the purchase or sale of related caps, floors and collars. A Fund will
enter into these transactions primarily to seek to preserve a
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return or spread on a particular investment or portion of its portfolio, to
protect against currency fluctuations, as a duration management technique or to
protect against any increase in the price of securities a Fund anticipates
purchasing at a later date. A Fund will use these transactions for
non-speculative purposes and will not sell interest rate caps or floors if it
does not own securities or other instruments providing the income the Fund may
be obligated to pay. Interest rate swaps involve the exchange by a Fund with
another party of their respective commitments to pay or receive interest (for
example, an exchange of floating rate payments for fixed rate payments with
respect to a notional amount of principal). A currency swap is an agreement to
exchange cash flows on a notional amount based on changes in the values of the
reference indices. An index swap is an agreement to exchange cash flows on a
national principal amount based on changes in the values of the reference index.
The purchase of a cap entitles the purchaser to receive payments on a notional
principal amount from the party selling the cap to the extent that a specified
index exceeds a predetermined interest rate. The purchase of an interest rate
floor entitles the purchaser to receive payments of interest on a notional
principal amount from the party selling the interest rate floor to the extent
that a specified index falls below a predetermined interest rate or amount. The
purchase of a floor entitles the purchaser to receive payments on a notional
principal amount from the party selling the floor to the extent that a specific
index falls below a predetermined interest rate or amount. A collar is a
combination of a cap and a floor that preserves a certain return with a
predetermined range of interest rates or values.
Provided the contract so permits, a Fund will usually enter into interest
rate swaps on a net basis, that is, the two payments streams are netted out in a
cash settlement on the payment date or dates specified in the instrument, with
the Fund receiving or paying, as the case may be, only the net amount of the two
payments. Inasmuch as these swaps, caps, floors, collars and other similar
derivatives are entered into for good faith hedging or other non-speculative
purposes, they do not constitute senior securities under the 1940 Act and, thus,
will not be treated as being subject to the Fund's borrowing restrictions. A
Fund will not enter into any swap, cap, floor, collar or other derivative
transaction unless the Counterparty is deemed creditworthy by the Adviser. If a
Counterparty defaults, a Fund may have contractual remedies pursuant to the
agreements related to the transaction. The swap market has grown substantially
in recent years with a large number of banks and investment banking firms acting
both as principals and as agents utilizing standardized swap documentation. As a
result, the swap market has become relatively liquid. Caps, floors and collars
are more recent innovations for which standardized documentation has not yet
been fully developed and, for that reason, they are less liquid than swaps.
The liquidity of swap agreements will be determined by the Adviser based on
various factors, including (1) the frequency of trades and quotations, (2) the
number of dealers and prospective purchasers in the marketplace, (3) dealer
undertakings to make a market, (4) the nature of the security (including any
demand or tender features) and (5) the nature of the marketplace for trades
(including the ability to assign or offset a Fund's rights and obligations
relating to the investment). Such determination will govern whether a swap will
be deemed within the 15% restriction on investments in securities that are not
readily marketable.
Each Fund will maintain cash and appropriate liquid assets (I.E., high grade
debt securities) in a segregated custodial account to cover its current
obligations under swap agreements. If a Fund enters into a swap agreement on a
net basis, it will segregate assets with a daily value at least equal to the
excess, if any, of the Fund's accrued obligations under the swap agreement over
the accrued amount the Fund is entitled to receive under the agreement. If a
Fund enters into a swap agreement on other than a net basis, it will segregate
assets with a value equal to the full amount of the Fund's accrued obligations
under the agreement. See "Use of Segregated and Other Special Accounts".
EURODOLLAR INSTRUMENTS
If and to the extent authorized to do so, a Fund may make investments in
Eurodollar instruments, which are typically dollar-denominated futures contracts
or options on those contracts that are linked to the London Interbank Offered
Rate ("LIBOR"), although foreign currency denominated instruments are available
from time to time. Eurodollar futures contracts enable purchasers to obtain a
fixed rate for the lending of funds and sellers to obtain a fixed rate for
borrowings. A Fund might use Eurodollar futures contracts and options thereon to
hedge against changes in LIBOR, to which many interest rate swaps and fixed
income instruments are linked.
B-5
<PAGE>
RISK FACTORS
Hedging and Derivatives have special risks associated with them, including
possible default by the Counterparty to the transaction, illiquidity and, to the
extent the Adviser's view as to certain market movements is incorrect, the risk
that the use of the Hedging and Derivatives could result in losses greater than
if they had not been used. Use of put and call options could result in losses to
a Fund, force the sale or purchase of portfolio securities at inopportune times
or for prices higher than (in the case of put options) or lower than (in the
case of call options) current market values, or cause a Fund to hold a security
it might otherwise sell.
The use of futures and options transactions entails certain special risks.
In particular, the variable degree of correlation between price movements of
futures contracts and price movements in the related securities position of a
Fund could create the possibility that losses on the hedging instrument are
greater than gains in the value of the Fund's position. In addition, futures and
options markets could be illiquid in some circumstances and certain
over-the-counter options could have no markets. As a result, in certain markets,
a Fund might not be able to close out a transaction without incurring
substantial losses. Although a Fund's use of futures and options transactions
for hedging should tend to minimize the risk of loss due to a decline in the
value of the hedged position, at the same time it will tend to limit any
potential gain to a Fund that might result from an increase in value of the
position. Finally, the daily variation margin requirements for futures contracts
create a greater ongoing potential financial risk than would purchases of
options, in which case the exposure is limited to the cost of the initial
premium.
Currency hedging involves some of the same risks and considerations as other
transactions with similar instruments. Currency transactions can result in
losses to a Fund if the currency being hedged fluctuates in value to a degree or
in a direction that is not anticipated. Further, the risk exists that the
perceived linkage between various currencies may not be present or may not be
present during the particular time that a Fund is engaging in proxy hedging.
Currency transactions are also subject to risks different from those of other
portfolio transactions. Because currency control is of great importance to the
issuing governments and influences economic planning and policy, purchases and
sales of currency and related instruments can be adversely affected by
government exchange controls, limitations or restrictions on repatriation of
currency, and manipulations or exchange restrictions imposed by governments.
These forms of governmental actions can result in losses to a Fund if it is
unable to deliver or receive currency or monies in settlement of obligations and
could also cause hedges it has entered into to be rendered useless, resulting in
full currency exposure as well as incurring transaction costs. Buyers and
sellers of currency futures contracts are subject to the same risks that apply
to the use of futures contracts generally. Further, settlement of a currency
futures contract for the purchase of most currencies must occur at a bank based
in the issuing nation. Trading options on currency futures contracts is
relatively new, and the ability to establish and close out positions on these
options is subject to the maintenance of a liquid market that may not always be
available. Currency exchange rates may fluctuate based on factors extrinsic to
that country's economy.
Losses resulting from the use of Hedging and Derivatives will reduce a
Fund's net asset value, and possibly income, and the losses can be greater than
if Hedging and Derivatives had not been used.
RISKS OF HEDGING AND DERIVATIVES OUTSIDE THE UNITED STATES
When conducted outside the United States, Hedging and Derivatives may not be
regulated as rigorously as in the United States, may not involve a clearing
mechanism and related guarantees, and will be subject to the risk of
governmental actions affecting trading in, or the prices of, foreign securities,
currencies and other instruments. The value of positions taken as part of
non-U.S. Hedging and Derivatives also could be adversely affected by: (1) other
complex foreign political, legal and economic factors, (2) lesser availability
of data on which to make trading decisions than in the United States, (3) delays
in a Fund's ability to act upon economic events occurring in foreign markets
during non-business hours in the United States, (4) the imposition of different
exercise and settlement terms and procedures and margin requirements than in the
United States and (5) lower trading volume and liquidity.
B-6
<PAGE>
USE OF SEGREGATED AND OTHER SPECIAL ACCOUNTS
Use of many Hedging and Derivatives by a Fund will require, among other
things, that the Fund segregate cash, liquid high grade debt obligations or
other assets with its custodian, or a designated sub-custodian, to the extent
the Fund's obligations are not otherwise "covered" through ownership of the
underlying security, financial instrument or currency. In general, either the
full amount of any obligation by a Fund to pay or deliver securities or assets
must be covered at all times by the securities, instruments or currency required
to be delivered, or, subject to any regulatory restrictions, an amount of cash
or liquid high grade debt obligations at least equal to the current amount of
the obligation must be segregated with the custodian or sub-custodian. The
segregated assets cannot be sold or transferred unless equivalent assets are
substituted in their place or it is no longer necessary to segregate them. A
call option on securities written by a Fund, for example, will require the Fund
to hold the securities subject to the call (or securities convertible into the
needed securities without additional consideration) or to segregate liquid high
grade debt obligations sufficient to purchase and deliver the securities if the
call is exercised. A call option sold by a Fund on an index will require the
Fund to own portfolio securities that correlate with the index or to segregate
liquid high grade debt obligations equal to the excess of the index value over
the exercise price on a current basis. A put option on securities written by a
Fund will require the Fund to segregate liquid high grade debt obligations equal
to the exercise price. Except when a Fund enters into a forward contract in
connection with the purchase or sale of a security denominated in a foreign
currency or for other non-speculative purposes, which requires no segregation, a
currency contract that obligates the Fund to buy or sell a foreign currency will
generally require the Fund to hold an amount of that currency, liquid securities
denominated in that currency equal to a Fund's obligations or to segregate
liquid high grade debt obligations equal to the amount of the Fund's
obligations.
OTC options entered into by a Fund, including those on securities, currency,
financial instruments or indices, and OCC-issued and exchange-listed index
options will generally provide for cash settlement, although a Fund will not be
required to do so. As a result, when a Fund sells these instruments it will
segregate an amount of assets equal to its obligations under the options.
OCC-issued and exchange-listed options sold by a Fund other than those described
above generally settle with physical delivery, and the Fund will segregate an
amount of assets equal to the full value of the option. OTC options settling
with physical delivery or with an election of either physical delivery or cash
settlement will be treated the same as other options settling with physical
delivery.
In the case of a futures contract or an option on a futures contract, a Fund
must deposit initial margin and, in some instances, daily variation margin in
addition to segregating assets sufficient to meet its obligations to purchase or
provide securities or currencies, or to pay the amount owed at the expiration of
an index-based futures contract. These assets may consist of cash, cash
equivalents, liquid high grade debt securities or other acceptable assets. A
Fund will accrue the net amount of the excess, if any, of its obligations
relating to swaps over its entitlements with respect to each swap on a daily
basis and will segregate with its custodian, or designated sub-custodian, an
amount of cash or liquid high grade debt obligations having an aggregate value
equal to at least the accrued excess. Caps, floors and collars require
segregation of assets with a value equal to a Fund's net obligation, if any.
Hedging and Derivatives may be covered by means other than those described
above when consistent with applicable regulatory policies. A Fund may also enter
into offsetting transactions so that its combined position, coupled with any
segregated assets, equals its net outstanding obligation in related options and
Hedging and Derivatives. A Fund could purchase a put option, for example, if the
strike price of that option is the same or higher than the strike price of a put
option sold by the Fund. Moreover, instead of segregating assets if it holds a
futures contracts or forward contract, a Fund could purchase a put option on the
same futures contract or forward contract with a strike price as high or higher
than the price of the contract held. Other Hedging and Derivatives may also be
offset in combinations. If the offsetting transaction terminates at the time of
or after the primary transaction, no segregation is required, but if it
terminates prior to that time, assets equal to any remaining obligation would
need to be segregated.
B-7
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<PAGE>
THE OFFITBANK INVESTMENT FUND, INC.
- -----------------------------------------------------------------------------
OFFICERS AND DIRECTORS
Morris W. Offit
CHAIRMAN OF THE BOARD, PRESIDENT AND
DIRECTOR
Edward J. Landau
DIRECTOR
The Very Reverend
James Parks Morton
DIRECTOR
Wallace Mathai-Davis
SECRETARY AND TREASURER
John J. Pileggi
ASSISTANT TREASURER
Joan V. Fiore
ASSISTANT SECRETARY
Sheryl Hirschfeld
ASSISTANT SECRETARY
Gordon Forrester
ASSISTANT TREASURER
INVESTMENT ADVISER
OFFITBANK
520 Madison Avenue
New York, NY 10022-4213
DISTRIBUTOR
OFFIT Funds Distributor, Inc.
230 Park Avenue
New York, NY 10169
CUSTODIAN
The Chase Manhattan Bank, N.A.
4 MetroTech Center, 18th Floor
Brooklyn, NY 11245
LEGAL COUNSEL
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3909
ADMINISTRATOR, TRANSFER AND DIVIDEND DISBURSING
AGENT
Furman Selz LLC
230 Park Avenue
New York, NY 10169
INDEPENDENT ACCOUNTANTS
Price Waterhouse LLP
1177 Avenue of the Americas
New York, NY 10036
<PAGE>
The OFFITBANK Investment Fund, Inc.
237 Park Avenue, Suite 910, New York, NY 10017
(212) 758-9600
OF0395
