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U.S. SECURITIES & EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 24F-2
ANNUAL NOTICE OF SECURITIES SOLD
PURSUANT TO RULE 24F-2
1 Name and address of issuer OFFITBANK INVESTMENT FUND, INC.
125 West 55th Street
New York, NY 10019
2 Name of each series or class of funds for which this notice is filed:
OFFITBANK High Yield Fund
OFFITBANK Emerging Markets Fund
OFFITBANK New York Municipal Fund
OFFITBANK Latin America Total Return Fund
3 Investment Company Act File Number 811-8036
Securities Act File Number 33-70116
4 Last day of fiscal year for which this notice is filed: December 31, 1996
5 Check box if this notice is being filed more than 180 days after the close
of issuer's fiscal year for purposes of reporting securities sold after the
close of the fiscal year but before termination of the Issuer's 24f-2 / /
declaration
6 Date of termination of Issuer's declaration under rule 24f-2(a)(1), if
applicable: Not applicable
7 Number and amount of securities of the same class or series which had
been registered under the Securities Act of 1933 other than pursuant to rule
24f-2 in a prior fiscal year, but which remained unsold at the beginning of
the fiscal year;
None
8 Number and amount of securities registered during the fiscal year other than
pursuant to rule 24f-2;
None
9 Number and aggregate sale price of securities sold during the fiscal year.
Shares Amount
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OFFITBANK High Yield Fund 41,432,333 $412,849,673
OFFITBANK Emerging Markets Fund 6,960,725 73,997,689
OFFITBANK New York Municipal Fund 957,098 9,898,661
OFFITBANK Latin America Total Return Fund 1,214,459 13,192,217
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Total 50,564,615 $509,938,240
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10 Number and aggregate sale price of securities sold during the fiscal year
in reliance upon registration pursuant to rule 24f-2;
OFFITBANK Investment Fund, Inc. 50,564,615 $509,938,240
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11 Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable;
Shares Amount
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OFFITBANK High Yield Fund 4,197,280 $41,938,736
OFFITBANK Emerging Markets Fund 820,976 8,976,597
OFFITBANK New York Municipal Fund 57,067 589,238
OFFITBANK Latin America Total Return Fund 36,887 427,936
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Total 5,112,210 $51,932,507
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12 Calculation of registration fee;
(i) Aggregate sale price of securities $509,938,240
sold during the fiscal year in reliance
on rule 24f-2 (from item 10).
(ii) Aggregate price of shares issued in
connection with dividend reinvestment
plans (from item 11, if applicable); 51,932,507
(iii) Aggregate price of shares redeemed or
repurchased during the fiscal year
(if applicable):
OFFITBANK High Yield Fund $100,064,884
OFFITBANK Emerging Markets Fund 23,390,002
OFFITBANK New York Municipal Fund 2,837,811
OFFITBANK Latin America Total Return Fund 1,261,911
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Total $127,554,608 127,554,608
(iv) Aggregate price of shares redeemed
or repurchased and previously applied
as a reduction to filing fees pursuant
to rule 24e-2 (if applicable) 0
(v) Net aggregate price of securities
sold and issued during the fiscal year
in reliance on rule 24f-2 (line (i),
plus line (ii), less line (iii), plus
line (iv); 434,316,139
(vi) Multiplier prescribed by Section 6(b)
of the Securities Act of 1933 or other
applicable law or regulation 1/33rd of 1%
(vii) Fee due (line (i) or line (v) multiplied
by line (vii)); 131,610.95
13 Check box if fees are being remitted to the
Commission's lockbox depository as described
in section 3a of the Commission's Rules of
Informal and Other Procedures (17 CRF 202.3a) X
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Date of mailing or wire transfer of filing fees
to the Commission's lockbox depository; February 26, 1997
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SIGNATURES
This report has been signed below by the following persons on behalf
of the issuer and in the capacities and on the dates indicated:
By (Signature and Title) /s/ Carrie Zuckerman
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Carrie Zuckerman/Assistant Secretary
Date February 26, 1997
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PIPER & MARBURY
L.L.P.
CHARLES CENTER SOUTH
36 SOUTH CHARLES STREET WASHINGTON
BALTIMORE, MARYLAND 21201-3018 NEW YORK
410-539-2530 PHILADELPHIA
FAX: 410-520-0489 EASTON
February 26, 1997
OFFITBANK Investment Fund, Inc.
125 West 55th Street
New York, NY 10019
Rule 24f-2 Notice
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Dear Sirs:
We have acted as Maryland counsel to OFFITBANK Investment Fund, Inc.
(the "Fund"). In that capacity, the Fund has requested that we render the
opinion of counsel referred to in paragraph(b)(1) of Rule 24f-2 under the
Investment Company Act of 1940 in connection with the Fund's filing of a Rule
24f-2 Notice dated February 26, 1997 pursuant to such Rule 24f-2 for the Fund's
fiscal year ended December 31, 1996 (the "Rule 24f-2 Notice").
In response to the Fund's request, we have examined the Fund's Articles
of Incorporation filed with the State Department of Assessments and Taxation of
Maryland (the "SDAT") on September 8, 1993, Articles of Amendment and
Restatement filed with the SDAT on January 28, 1994, Articles Supplementary
filed with the SDAT on February 21, 1995 and Articles Supplementary filed with
the SDAT on May 1, 1996; by-laws; a good standing certificate recently issued
by the SDAT; the corporate action taken by the Fund that provides for the
issuance of the shares, a Certificate of Secretary and Treasurer of the Fund,
dated the date hereof, upon which we have relied without independent
verification and such statutes, regulations, corporate records, and documents
that we deemed necessary or advisable for purposes of the following
opinion. We have also relied on the statements contained in the Fund's Rule
24f-2 notice regarding the matters set forth therein. In such examination we
have assumed without independent verification the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity with originals of all documents submitted to us as copies.
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OFFITBANK Investment Fund, Inc.
February 26, 1997
Page 2
On the basis of the foregoing and of such other legal considerations
that we deemed relevant, and limited in all respects to applicable Maryland
law, we are of the opinion and advise you as follows:
1. The Fund is a corporation duly organized, validly existing and in
good standing under the laws of the State of Maryland; and
2. The 41,432,333 shares of OFFITBANK High Yield Fund, 6,960,725
shares OFFITBANK Emerging Markets Fund, 957,098 shares of OFFITBANK New York
Municipal Fund and 1,214,459 shares of OFFITBANK Latin America Total Return
Fund, par value $.001 per share, of Common Stock of the Fund which the Fund
reported in the Rule 24f-2 Notice as having been sold during its fiscal year
ended December 31, 1996 in reliance on Rule 24f-2 were legally issued, fully
paid and nonassessable.
We are admitted to practice under the laws of the State of Maryland,
and we express no opinion as to the laws of any jurisdiction other than the
laws of the State of Maryland. This opinion is being furnished to you solely
for your benefit and may not be relied upon by any other person.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Fund's Rule 24f-2
Notice pursuant to the Investment Company Act of 1940.
Very truly yours,
/s/ Piper & Marbury L.L.P.
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Piper & Marbury L.L.P.
