SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/X/ Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as Permitted by
Rule 14a-6(e)(2)
/ / Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
The OFFITBANK Investment Fund, Inc.
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0.11
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0.11 (set forth the
amount on which the filing fee is calculated and state how it
was determined):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
<PAGE>
/ / Check box if any part of the fee is offset as provided by Exchange
Act Rule 0.11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the
date of its filing.
(1) Amount Previously Paid:
---------------------------------------------------------------
(2) Form, Schedule or Registration No.:
---------------------------------------------------------------
(3) Filing Party:
---------------------------------------------------------------
(4) Date Filed:
---------------------------------------------------------------<PAGE>
The OFFITBANK Investment Fund, Inc.
125 W. 55th Street, New York, New York 10019
-------------
PROXY STATEMENT
This proxy statement is furnished in connection with the
solicitation by the Board of Directors of The OFFITBANK Investment Fund, Inc.
(the "Company") of proxies to be used at a special meeting (the "Meeting") of
stockholders of the OFFITBANK Latin America Total Return Fund (the "Fund"),
an investment portfolio of the Company, to be held at the offices of
OFFITBANK, 520 Madison Avenue, 27th floor, New York, New York, on Friday,
April 25, 1997 at 10:00 a.m., New York time (and at any adjournment or
adjournments thereof). As described in greater detail below, the Meeting is
being called to consider the approval of a change in the investment objective
of the Fund.
This proxy statement and the accompanying form of proxy are being
mailed to stockholders on or about March 25, 1997. Stockholders who execute
proxies retain the right to revoke them in person at the Meeting or by
written notice received by the Secretary of the Company at any time before
they are voted. Unrevoked proxies will be voted in accordance with the
specification thereon and, unless specified to the contrary, will be voted
FOR Proposal 1. The close of business on March 21, 1997 has been fixed as
the record date (the "Record Date") for the determination of stockholders
entitled to notice of and to vote at the Meeting. Each stockholder is
entitled to one vote for each full share and an appropriate fraction of a
vote for each fractional share held. The Fund's shares of stock are issued
in two classes, Select Shares and Adviser Shares. As of the Record Date,
there were ___________ shares of stock of the Fund issued and outstanding in
the aggregate for both classes of shares.
In the event that a quorum is not present at the Meeting, or in the
event that a quorum is present but sufficient votes to approve any of the
proposals are not received, the persons named as proxies may propose one or
more adjournments of the Meeting to permit further solicitation of proxies.
Any such adjournment will require the affirmative vote of a majority of those
shares represented at the Meeting in person or by proxy. The persons named
as proxies will vote those proxies which they are entitled to vote FOR or
AGAINST any such proposal to adjourn to another date in their discretion.
Under the By-Laws of the Company, a quorum is constituted by the presence in
person or by proxy of the holders of record of a majority of the outstanding
shares of stock of the Fund entitled to vote at the Meeting, except with
respect to any matter which requires the separate approval of one or more
classes of stock, in which case the presence in person or by proxy of the
holders of one-third of the shares of all classes entitled to vote on the
matter shall constitute a quorum.
The Company will furnish without charge a copy of its annual report
for the year ended December 31, 1996, to any stockholder requesting the
report. Such request should be made in writing to the Company at the address
above or by calling 1-800-618-9510.
<PAGE>
BACKGROUND OF THE PROPOSAL
The Fund commenced investment operations on February 12, 1996. The
current investment objective of the Fund is to maximize total return from a
combination of capital appreciation and current income. The Fund's
investment objective is a "fundamental policy" of the Fund, which means that
it may only be changed by shareholder approval. The Fund currently seeks to
achieve its objective by investing, under normal market conditions, at least
65% of its total assets in a combination of equity and debt securities
(including convertible debt securities) of Latin American issuers. As
currently structured, the relative portion of the Fund's assets allocated
between equity and debt securities of Latin America may vary from time to
time. Under its present investment policies, the Fund may invest up to 80%
of its total assets in either asset class (i.e., debt securities or equity
securities of Latin American issuers).
Upon a recent review of the Fund's investment objective and
policies, OFFITBANK, the Fund's investment adviser (the "Adviser"),
determined to recommend to the Company's Board of Directors certain changes
to the Fund's investment objective and policies. Based on its view of the
short- and long-term investment opportunities available in the Latin American
markets, the Adviser recommended to the Board of Directors focusing the
Fund's investment strategies on opportunities for capital appreciation
opportunities in the Latin American equity markets, rather than a focus on
"total return" through investing in equity and debt securities. Thus, the
Adviser recommended that shareholder approval be sought to change the Fund's
investment objective from an objective of total return to a new primary
objective of capital appreciation and a secondary objective of current
income. The Adviser also recommended certain related changes to the Fund's
investment policies.
The Board of Directors of the Company has unanimously approved the
Adviser's recommendations.
<PAGE>
PROPOSAL : Approval of a Change to the Investment Objective of the
OFFITBANK Latin America Total Return Fund and a Related Name
Change to OFFITBANK Latin America Equity Fund
At the Meeting, the stockholders of the Fund will be asked to vote
on the proposed change to the investment objective of the Fund.
As stated above, the current investment objective of the Fund is to
maximize total investment return from a combination of capital appreciation
and current income. If shareholders approve the Proposal, the Fund's
investment objective instead will be primarily to seek capital appreciation,
and secondarily to produce current income. If the proposed change in
investment objective is approved, the Fund may be able to enhance long-term
capital appreciation by concentrating its assets in segments of the Latin
American market where the Adviser believes there is growth potential. There
of course can be no assurance that the Fund will attain its investment
objective. In connection with this change, the Board has approved changing
the name of the Fund to the "OFFITBANK Latin America Equity Fund", which
would be effective at the time of shareholder approval of the Proposal.
The Board of Directors also authorized certain changes to the
Fund's non-fundamental investment policies if the change in objective is
approved. These changes do not require shareholder approval. Such changes
would be implemented upon effectiveness of the change to the Fund's
fundamental investment objective proposed above. Under the proposed
investment strategy, the Fund would invest at least 80% of its total assets
in equity securities of Latin American issuers, rather than having the
flexibility to invest up to 80% of its assets in either equity or debt
securities. Up to 20% of the Fund's total assets could be invested in debt
securities (including convertible debt securities) of Latin American issuers.
Therefore, the Fund's assets would be concentrated primarily in capital
enhancing equity securities and less heavily in income producing debt
securities.
The other investment policies and limitations of the Fund will not
change under the Proposal. The Proposal will not change the type of
investment activities in which the Fund may engage (see "Other Investment
Policies" in the Company's prospectus). In addition, the investment
limitations currently placed upon the Fund to limit investment risks will
continue to apply under the Proposal (see "Limiting Investment Risks" in the
Company's prospectus). Finally, the investment advisory fees will not change
under the Proposal (see "Management" in the Company's prospectus).
If shareholders approve the proposed change to the Fund's
investment objective, such change (and the related changes to the Fund's non-
fundamental policies) will become effective on or about May 1, 1997.
Required Vote
Approval of the proposal to change the Fund's investment objective
will require the affirmative vote of the lesser of (1) more than 50% of the
outstanding shares of the Fund or (2) 67% or more of the shares of the Fund
present at the Meeting or represented by proxy if more than 50% of the
outstanding shares of the Fund are represented at the Meeting in person or by
proxy.
<PAGE>
THE DIRECTORS, INCLUDING THE "NON-INTERESTED" DIRECTORS, UNANIMOUSLY
RECOMMEND THAT THE STOCKHOLDERS VOTE "FOR" THE PROPOSAL.
ADDITIONAL INFORMATION
Other Matters
The Board of Directors of the Company does not know of any other
matter which may come before the Meeting. If any other matter properly comes
before the Meeting, it is the intention of the persons named in the proxy to
vote the proxies in accordance with their judgment on that matter.
Stockholder proposals to be presented at any future meeting of
stockholders of the Company must be received by the Company a reasonable time
before the Company's solicitation of proxies for that meeting in order for
such proposals to be considered for inclusion in the proxy materials related
to that meeting.
Information Regarding Shares Ownership
Set forth below is information regarding ownership of the Fund's
voting securities by persons (including groups) that owned more than 5% of
the Fund's shares of stock as of March 1, 1997*.
Title of Name and Address of Amount and Nature of Percent of Fund's
Class Beneficial Owner Beneficial Ownership Common Stock
- ------------- ------------------- -------------------- -----------------
- - -
* The directors and officers of the Company, as a group, own less than one
percent of the securities of each class of the Fund.
Investment Adviser
OFFITBANK serves as the Fund's investment adviser (the "Adviser").
The Adviser is a New York State chartered trust company whose principal
business address is 520 Madison Avenue, New York, New York 10022.
<PAGE>
Principal Underwriter
OFFIT Funds Distributer, Inc., a wholly-owned subsidiary of BISYS
Fund Services, Inc., serves as the principal underwriter of the Fund. Its
principal offices are located at 3435 Stelzer Road, Columbus, Ohio 43219.
Administration
BISYS Fund Services Limited Partnership, located at 3435 Stelzer
Road, Columbus, Ohio 43219, serves as the administrator to the Fund and the
other investment portfolios of the Company.
Expenses of Proxy Solicitation
The costs of preparing, assembling and mailing material in
connection with this solicitation of proxies will be borne by the Company.
Proxies may also be solicited personally by officers of the Company or its
affiliates, or other representatives of the Company or by telephone or
telegraph, in addition to the use of mails.
March 25, 1997
The OFFITBANK Investment Fund, Inc.
125 W. 55th Street, New York, New York 10019
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
March 25, 1997
To the Stockholders:
Notice is hereby given that a special meeting (the "Meeting") of
stockholders of the OFFITBANK Latin America Total Return Fund, an investment
portfolio of The OFFITBANK Investment Fund, Inc. (the "Company") will be held
at the offices of OFFITBANK, 520 Madison Avenue, 27th floor, New York, New
York on Friday, April 25, 1997 at 10:00 a.m., New York time. A Proxy
Statement which provides information about the purpose of the Meeting and a
proxy card for you to cast your votes are included with this notice. The
Meeting will be held for the purposes of considering and voting upon:
1. The approval of a change in the investment objective of the
OFFITBANK Latin America Total Return Fund from an objective of
maximizing total return to a primary objective of capital appreciation
and a secondary objective of current income and a related name change to
OFFITBANK Latin America Equity Fund.
2. Such other business as may properly come before the Meeting,
or any adjournment(s) thereof, including any adjournment(s) necessary to
obtain requisite quorums and/or approvals.
The Board of Directors of the Company recommends that you vote
"FOR" Proposal 1. The close of business on March 21, 1997 has been fixed as
the record date for the determination of stockholders entitled to notice of
and to vote at the Meeting.
By Order of the Board of Directors,
Wallace Mathai-Davis
Secretary
TO AVOID UNNECESSARY EXPENSE OR FURTHER SOLICITATION, WE URGE YOU
to indicate voting instructions on the enclosed proxy, date and sign it
and return it promptly in the envelope provided, no matter how large or
small your holdings may be.
THE OFFITBANK LATIN AMERICA TOTAL RETURN FUND
SPECIAL MEETING OF STOCKHOLDERS -- APRIL 25, 1997
This Proxy is Solicited on Behalf of the Directors
The undersigned hereby appoints Stephen B. Wells and Carrie Zuckerman, and
each of them, attorneys and proxies for the undersigned, with full power of
substitution and revocation, to represent the undersigned at the Special
Meeting of Stockholders of the OFFITBANK Latin America Total Return Fund (the
"Fund") to be held at the offices of OFFITBANK, 520 Madison Avenue, 27th
Floor, New York, New York on Friday, April 25, 1997, at 10:00 a.m., and at
any adjournments thereof, upon the matters set forth in the Notice of Meeting
and Proxy Statement dated March 25, 1997 and upon all other matters properly
coming before said Meeting.
Please indicate your vote by an "X" in the appropriate box below. This
proxy, if properly executed, will be voted in the manner directed by the
stockholder. If no direction is made, this proxy will be voted FOR Proposal
1. Please refer to the Proxy Statement for a discussion of the Proposal.
HAS YOUR ADDRESS CHANGED? DO YOU HAVE ANY COMMENTS?
____________________________ ________________________________
____________________________ ________________________________
____________________________ ________________________________
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" PROPOSAL 1.
<PAGE>
1. The approval of a change in the investment 2. Any other business that
objective of the OFFITBANK Latin America may properly come before
Total Return Fund from an objective of the meeting.
maximizing total return to a primary
objective of capital appreciation and a
secondary objective of current income and a
related name change to OFFITBANK Latin
America Equity Fund.
FOR / / AGAINST / / ABSTAIN / / 3. I will be attending the
meeting. / /
Note: If joint owners, EITHER may sign
this Proxy. When signing as attorney,
executor, administrator, trustee,
guardian or corporate officer, please
give your full title.
Date_____________________________ , 1997
_______________________________________
_______________________________________
Signature(s), Title(s), if applicable
Votes MUST be indicated
(x) in Black or Blue ink. /x/
Please Sign, Date and Return
the Proxy Promptly Using the
Enclosed Envelope.
