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 VARIABLE INSURANCE FUND, INC.
125 West 55th Street
New York, New York 10019
2. Name of each series or class of funds for which this notice is filed:
OFFITBANK VIF-High Yield Fund
OFFITBANK VIF-Emerging Markets Fund
3. Investment Company Act File Number : 811-8640
Securities Act File Number: 33-81748
4. Last day of fiscal year for which this notice is filed: March 31, 1997
5. Check box if this notice is being filed more than 180 days after the close
of the issuer's fiscal year for purposes of reporting securities sold
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
OFFITBANK VIF-High Yield Fund 3,333 $33,333
OFFITBANK VIF-Emerging Markets Fund 3,333 33,333
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Total 6,666 $66,666
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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 Variable Insurance Fund, Inc. 6,666 $66,666
<PAGE>
11. Number and aggregate sale price of securities issued during the fiscal
year in connection with dividend reinvestment plans, if applicable; Shares
Amount
OFFITBANK VIF-High Yield Fund 263 $2,705
OFFITBANK VIF-Emerging Markets Fund 171 1,756
------ -----
Total 434 $4,461
=== ======
12. Calculation of registration fee:
(i) Aggregate sale price of securities sold during the
fiscal year in reliance on rule 24f-2 (from Item 10): $ 66,666
(ii) Aggregate price of shares issued in connection with
dividend reinvestment plans (from item 11, if applicable): 4,461
(iii)Aggregate price of shares redeemed or
repurchased during the fiscal year (if applicable):
OFFITBANK VIF High Yield Fund $ 0
OFFITBANK VIF Emerging Markets Fund 0
--------------
Total $ 0 0
(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): 71,127
(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)): $21.55
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]
Date of mailing or wire transfer of filing fees to the
Commission's lockbox depository: June 4, 1997
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/ Michael Sakala
------------------
Michael Sakala/Assistant Secretary
Date: July 24, 1997
2
Kramer, Levin, Naftalis & Frankel
919 THIRD AVENUE
NEW YORK, N.Y. 10022 - 3852
(212) 715 - 9100
FAX
(212) 715-8000
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WRITER'S DIRECT NUMBER
(212)715-9000
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July 24, 1997
OFFITBANK Variable Insurance Fund, Inc.,
125 West 55th Street
New York, New York 10019
Re: OFFITBANK Variable Insurance Fund, Inc.
Registration No. 33-81748
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Gentlemen:
We have acted as counsel to OFFITBANK Variable Insurance Fund, Inc., a
Maryland corporation (the "Company"), in connection with the public offering of
the Company's shares of Common Stock, par value $.001 per share, and on various
other securities and general corporate matters. We understand that, pursuant to
Rule 24f-2 under the Investment Company Act of 1940, as amended, the Company has
registered an indefinite number of shares of Common Stock under the Securities
Act of 1933, as amended. We further understand that, pursuant to the provisions
of Rule 24f-2, the Company is filing with the Securities and Exchange Commission
the Notice attached hereto making definite the registration of shares of Common
Stock (the "Shares") sold in reliance upon Rule 24f-2 during the fiscal year
ended March 31, 1997.
We have reviewed, insofar as it relates or pertains to the Company, the
Company's Registration Statement on Form N-1A filed with the Securities and
Exchange Commission under the Securities Act of 1933 and the Investment Company
Act of 1940, as amended to the date hereof, pursuant to which Shares were sold
(the "Registration Statement"). We have also examined originals or copies
certified or otherwise identified to our satisfaction of such documents,
corporate records and other instruments we have deemed necessary or appropriate
for the purpose of this opinion. For purposes of such examination, we have
assumed the genuineness of all signatures and original documents and the
conformity to the original documents of all copies submitted.
We are members only of the New York Bar and do not purport to be
experts on the laws of any other state. Our opinion herein as to Maryland law is
based upon a limited inquiry thereof that we have deemed appropriate under the
circumstances.
<PAGE>
KRAMER, LEVIN, NAFTALIS & FRANKEL
OFFITBANK Variable Insurance Fund, Inc.
July 24, 1997
Page 2
Based upon the foregoing, we are of the opinion that the Shares have
been duly and validly authorized and, assuming that the Shares have been issued
and sold in accordance with the Company's Articles of Incorporation, as amended,
and Registration Statement, and that the consideration received therefor was not
less than the par value thereof, the Shares which the Rule 24f-2 Notice attached
hereto makes definite in number were legally issued, fully paid and
non-assessable.
We consent to the filing of this opinion with the Rule 24f-2 Notice
attached hereto.
Very truly yours,
/s/ Kramer, Levin, Naftalis & Frankel
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