September 1, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: OFFITBANK Investment Fund, Inc.
Registration No. 33-70116, 811-8036
Dear Sir or Madam:
On behalf of the OFFITBANK Investment Fund, Inc. (the
"Registrant"), and pursuant to Rule 497 (e) under the Securities
Act of 1933, as amended, the undersigned hereby submits this
filing with respect to the Registrant's prospectus and statement
of additional information, each dated April 30, 1999, as
supplemented May 13, 1999. In the event you have any questions
concerning this filing, please do not hesitate to call me at 302-
791-1079.
Very truly yours,
/s/ David C. Lebisky
David C. Lebisky
Assistant Secretary
cc: Kevin Rupert, Division of Investment Management
Stephen Wells, Esq.
Vincent M. Rella
Michael Kagan
Peter J. O'Rourke, Esq.
The OFFITBANK Investment Fund, Inc.
Supplement Dated September 1, 1999 to
Prospectus dated: April 30, 1999,
as supplemented, May 13, 1999
The discussion under "Management of the Funds - Investment
Adviser" is hereby amended to replace the second paragraph with
the following:
On September 1, 1999, OFFITBANK Holdings, Inc., the sole
shareholder of OFFITBANK, merged with the Wachovia Corporation
("Wachovia"). Wachovia is a leading bank holding company with
Wachovia Bank, NA as its principal subsidiary. At June 30, 1999,
Wachovia had $67 billion in assets and ranked 16th among U.S.
banking firms. OFFITBANK will continue to operate under its own
name as a distinct Wachovia company and it is not anticipated
that the investment process or personnel at OFFITBANK will be
affected by the merger.
Under the Investment Company Act of 1940, as amended, the
advisory agreement between each Fund and OFFITBANK may have
automatically terminated, by its own terms, as a result of the
merger. At a Shareholders Meeting on July 30, 1999, shareholders
of each Fund approved a new advisory agreement between each Fund
and OFFITBANK to take effect as of the consummation of the merger
to ensure the uninterrupted provision of services to the Funds.
The OFFITBANK Investment Fund, Inc.
Supplement Dated September 1, 1999 to
Statement of Additional Information dated:
April 30, 1999, as supplemented, May 13, 1999
The discussion under "Management of the Company - Investment
Adviser" is hereby amended to replace the second paragraph with
the following:
On September 1, 1999, OFFITBANK Holdings, Inc., the sole
shareholder of OFFITBANK, merged with the Wachovia Corporation
("Wachovia"). Wachovia is a leading bank holding company with
Wachovia Bank, NA as its principal subsidiary. At June 30, 1999,
Wachovia had $67 billion in assets and ranked 16th among U.S.
banking firms. OFFITBANK will continue to operate under its own
name as a distinct Wachovia company and it is not anticipated
that the investment process or personnel at OFFITBANK will be
affected by the merger.
Under the Investment Company Act of 1940, as amended, the
advisory agreement between each Fund and OFFITBANK may have
automatically terminated, by its own terms, as a result of the
merger. At a Shareholders Meeting on July 30, 1999, shareholders
of each Fund approved a new advisory agreement between each Fund
and OFFITBANK to take effect as of the consummation of the merger
to ensure the uninterrupted provision of services to the Funds.
The discussion under "Management of the Company - Directors and
Officers" is hereby supplemented by adding the following Director
to the list of Directors:
Stephen M. Peck: Investment Officer, Gildner Gagnon, Howe
& Co. LLC (1989-Present); Director, Harnischfeger, Inc. and
Fresenius Medical Care; one additional director position with the
OFFITBANK Fund complex.
Mr. Peck was elected as a Director by the Shareholders of the
Funds at the July 30, 1999 Shareholders Meeting.
