OFFITBANK VARIABLE INSURANCE FUND INC, PRE 14A, 1999-06-14

OFFITBANK VARIABLE INSURANCE FUND INC
PRE 14A, 1999-06-14

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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 (S)240.14a-11(c) or (S)240.14a-12

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OFFITBANK VARIABLE INSURANCE FUND, INC.
(the "Company")
(Name of Registrant as Specified In Its Charter)
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(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:

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2) Aggregate number of securities to which transaction applies:

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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.

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4) Proposed maximum aggregate value of transaction:

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5) Total Fee Paid:

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[ ] Fee paid previously with preliminary materials

[ ] 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:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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[Letterhead of OFFITBANK]

OFFITBANK VARIABLE INSURANCE FUND, INC.

Dear Client:

OFFITBANK Holdings, Inc., the sole shareholder of OFFITBANK ("OFFITBANK"), has
entered into a merger agreement in which OFFITBANK will merge into Wachovia
Corporation ("Wachovia"). Wachovia is one of the leading banks in the United
States, with a notable presence in the Southeast and a national and
international client base. The merger of OFFITBANK with Wachovia will provide
our clients the benefit of a broader base of resources and products, as well as
the long-term continuity which is critical for trust and estate services. Most
importantly, OFFITBANK will continue to operate under own name as a distinct
Wachovia company, providing wealth management services in precisely the same
manner as we have for fifteen years.

In order to complete this merger and to provide continuity of investment
advisory services to The OFFITBANK Variable Insurance Fund, Inc. you are being
asked to approve a new advisory agreement between your fund and OFFITBANK and to
elect an additional independent director of the Funds. The new agreement is
essentially identical to the current advisory agreement. It is necessary to
approve a new agreement because under the Investment Company Act of 1940 the
merger will result in the automatic termination of the Investment Advisory
agreements between The OFFITBANK Variable Insurance Fund, Inc. and OFFITBANK.

Please be assured that there is no increase to the advisory fee rates in the
proposed advisory agreements. The Board of Directors has voted unanimously in
favor of each proposal and recommends that you vote "FOR" them as well.

The following information is designed to answer your questions and help you cast
your proxy as a shareholder of the Funds, and is being provided as a supplement
to, not a substitute for, your proxy materials which I urge you to carefully
review. If you have any questions, please do not hesitate to call me or any of
my colleagues.

Q. Why are the Proposals being recommended?

A. As required under the Investment Company Act of 1940, consummation of
the merger will cause the automatic termination of the advisory
agreements between The OFFITBANK Variable Insurance Fund, Inc. and
OFFITBANK. Therefore, in order to ensure continuity in the management
of the Funds, shareholders are being asked to approve new advisory
agreements between the Funds and OFFITBANK.

Q. How will the fees and expenses of the Funds be affected?

A. The annual rate of the contractual investment advisory, administrative
and distribution fees applicable to each Fund will remain the same.

Q. As a shareholder, what do I need to do?

A. Please read the enclosed proxy statement and vote now by completing,
signing and returning the enclosed proxy ballot form(s) in the prepaid
envelope by July _____, 1999.

Sincerely,

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Morris W. Offit
President

YOUR VOTE IS IMPORTANT. Please read the enclosed proxy statement and vote now by
completing, signing and returning the enclosed proxy ballot form(s) in the
prepaid envelope. If you own shares in more than one fund, you will receive a
proxy card for each of your Funds. Please vote and return EACH proxy card you
receive. EVERY VOTE COUNTS. If you have any questions, please call. Shareholder
Communications at 1800-000-0000.

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OFFITBANK VARIABLE INSURANCE FUND, INC.
(the "Company")

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held on (_________, 1999)

NOTICE IS HEREBY GIVEN that a special meeting of shareholders of
OFFITBANK VARIABLE INSURANCE FUND, INC. (the "Company") will be held in
(______________) on (___________), 1999 at (_______), Eastern Time, to consider
and vote on the following matters:

1. To approve or disapprove a new investment advisory agreement between the
Company and OFFITBANK, to become effective upon the closing of the
proposed merger of OFFITBANK Holdings, Inc., the sole shareholder of
OFFITBANK, with the Wachovia Corporation. No fee increase is proposed;

2. To elect a director to serve until his successor is duly elected and
shall qualify;

3. For OFFITBANK U.S. Small Cap Fund shareholders only, to approve or
disapprove a new Investment Management Agreement between OFFITBANK,
OFFITBANK Variable Insurance Fund, Inc. and Rocketeller & Co., Inc. to
become effective upon the closing of the proposed merger of OFFITBANK
Holding, Inc., the sole shareholder of OFFITBANK, with the Wachovia
Corporation. No fee increase is proposed; and

4. To transact any other business, not currently contemplated, that may
properly come before the meeting in the discretion of the proxies or
their substitutes.

Shareholders of record at the close of business on (___________), 1999
are entitled to vote at this meeting or any adjournment thereof.

By order of the Board of Directors,

/s/Mr. Wallace Mathai-Davis
Secretary

IF YOU CANNOT BE PRESENT AT THE SPECIAL MEETING, WE URGE YOU TO FILL IN, SIGN
AND PROMPTLY RETURN THE ENCLOSED PROXY IN ORDER THAT THE SPECIAL MEETING MAY BE
HELD AND A MAXIMUM NUMBER OF SHARES MAY BE VOTED.

IN ORDER TO AVOID THE ADDITIONAL EXPENSE OF FURTHER SOLICITATION, WE ASK THAT
YOU MAIL YOUR PROXY PROMPTLY NO MATTER HOW MANY SHARES YOU OWN.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE IN FAVOR OF THE
PROPOSALS.

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OFFITBANK VARIABLE INSURANCE FUND, INC.
(the "Company")

SPECIAL MEETING OF SHAREHOLDERS
To Be Held on (__________, 1999)

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PROXY STATEMENT
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This proxy statement is furnished in connection with the solicitation of
proxies by the Board of Directors (also referred to as the "Board" or the
"Directors") of OFFITBANK Variable Insurance Fund, Inc. (the "Company") of
proxies for use at the special meeting of shareholders or at any adjournment
thereof. The proxy statement and form of proxy were first mailed to shareholders
on or about (_____________, 1999).

The purpose of the meeting is to consider the approval of any investment
advisory agreements between OFFITBANK (the "Adviser") and the Company as a
result of a proposed transaction whereby the Adviser's parent company, OFFITBANK
Holdings, Inc., will merge with the Wachovia Corporation ("Wachovia"), and the
Adviser will become a distinct Wachovia company. Upon completion of such
transaction, it is anticipated that the Adviser will continue to carry on its
business with its current management at its current location. Shareholders are
also being asked to elect a new director, subject to consummation of the
proposed transaction.

A proxy, if properly executed, duly returned and not revoked, will be
voted in accordance with the specifications thereon. A proxy which is properly
executed that has no voting instructions with respect to a proposal will be
voted for that proposal. A shareholder may revoke a proxy at any time prior to
use by filing with the Secretary of the Company an instrument revoking the
proxy, by submitting a proxy bearing a later date, or by attending and voting at
the meeting.

The Company has retained Alamo Direct to solicit proxies for the special
meeting. Alamo Direct is responsible for mailing proxy material to shareholders,
soliciting brokers, custodians, nominees and fiduciaries, tabulating the
returned proxies and performing other proxy solicitation services. The
anticipated cost of such services is approximately $10,000, and will be paid by
the Adviser. The Adviser will also pay the printing and postage costs of the
solicitation.

In addition to solicitation through the mail, proxies may be solicited
by officers, employees and agents of the Adviser without cost to the Adviser .
Such solicitation may be by telephone, facsimile or otherwise. The Adviser will
reimburse insurance companies, brokers, custodians, nominees and fiduciaries for
the reasonable expenses incurred by them in

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connection with forwarding solicitation material to the beneficial owner of
shares held of record by such persons.

Outstanding Shares and Voting Requirements

The Board of Directors has fixed the close of business on (________),
1999 as the record date for the determination of shareholders entitled to vote
at the special meeting of shareholders or any adjournment thereof. The Company
is composed of five separate funds, the OFFITBANK VIF-High Yield Fund, OFFITBANK
VIF-Emerging Markets Fund, OFFITBANK VIF-Total Return Fund, OFFITBANK VIF-U.S.
Government Securities Fund, and OFFITBANK U.S. Small Cap Fund, (individually a
"Fund" and collectively, the "Funds"), each of which is represented by a
separate series of the Company's shares. The Fund offers two classes of shares,
Select Shares and Advisor Shares. As of the record date there were _____________
shares of beneficial interest, no par value, of the Company outstanding,
comprised of ____________ shares of the OFFITBANK VIF-High Yield Fund,
____________ shares of the OFFITBANK VIF-Emerging Markets Fund, ____________
shares of the OFFITBANK VIF-Total Return Fund, ____________ shares of the
OFFITBANK VIF-U.S. Government Securities Fund, and ____________ shares of the
OFFITBANK U.S. Small Cap Fund. All full shares of the Company are entitled to
one vote, with proportionate voting for fractional shares.

As of the record date, the officers and Directors of the Company
beneficially owned less than 1% of the shares of each Fund. As of the record
date, certain persons owned of record 5% or more of the outstanding shares of
certain Funds. Additional information relating to such persons is included under
the section "Additional Information" herein.

Description of Voting

The Company is used exclusively as the underlying investment for certain
life insurance companies (collectively, "Participating Companies") and their
separate accounts (collectively, the "Accounts") to fund benefits under variable
annuity contracts ("Contracts") and variable life insurance policies
("Policies") to be offered by Participating Companies. Pursuant to the
Investment Company Act of 1940, as amended (the "1940 Act"), the Participating
Companies will solicit voting instructions from Contract and Policy owners with
respect to matters to be acted upon at the meeting. All shares of the Company
held by Participating Companies will be voted by Participating Companies in
accordance with voting instructions received from Contract and Policy owners.
Participating Companies will vote all shares which they are entitled to vote in
the same proportion as the votes cast by Contract and Policy owners on the
issues presented, including shares which are attributable to Participating
Companies' interest in the Company. Participating Companies have fixed the close
of business on __________, 1999 as the last day for which voting instructions
will be accepted.

Approval of Proposals 1 and 3 requires the affirmative vote of a
"majority of the outstanding voting securities," within the meaning of the 1940
Act, of each Fund. The term "majority of the outstanding voting securities" is
defined under the 1940 Act to mean: (a) 67% or more

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of the outstanding shares present at the meeting, if the holders of more than
50% of the outstanding shares are present or represented by proxy, or (b) more
than 50% of the outstanding shares of a Fund, whichever is less. Approval of
Proposal 2 requires a plurality of the votes cast together at the meeting by the
shareholders of the Company.

If the meeting is called to order but a quorum is not represented at the
meeting, the persons named as proxies may vote the proxies which have been
received to adjourn the meeting to a later date. If a quorum is present at the
meeting but sufficient votes to approve the proposals described herein 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 received which voted in favor of the proposal in favor of such an
adjournment and will vote those proxies received which voted against the
proposal against any such adjournment. A shareholder vote may be taken on one or
more of the proposals in this proxy statement prior to any such adjournment if
sufficient votes have been received and it is otherwise appropriate. Abstentions
and "broker non-votes" are counted for purposes of determining whether a quorum
is present but do not represent votes cast with respect to a proposal. "Broker
non-votes" are shares held by a broker or nominee for which an executed proxy is
received by the Company, but are not voted as to one or more proposals because
instructions have not been received from the beneficial owners or persons
entitled to vote and the broker or nominee does not have discretionary voting
power.

MATTERS TO BE ACTED ON

PROPOSAL NO. 1
APPROVAL OF NEW MANAGEMENT AGREEMENT

TERMS OF THE MERGER. Pursuant to the Agreement and Plan of Merger (the
"Merger Agreement") dated May 13, 1999, between OFFITBANK Holdings, Inc. ("OFFIT
Holdings") and the Wachovia Corporation ("Wachovia"), Wachovia has agreed to
acquire all of the outstanding common stock of OFFIT Holdings in exchange for
newly issued common stock of Wachovia through a merger transaction(the
"Merger"). OFFITBANK (the "Adviser") is a wholly-owned subsidiary of OFFIT
Holdings. As a result of the Merger, the Adviser will become a wholly-owned,
direct subsidiary of Wachovia. The value of the common stock to be issued in the
Merger will depend upon the trading price of Wachovia at the time of the Merger
and the formula for exchange noted in the Merger Agreement.

The consummation of the Merger is subject to the satisfaction of various
conditions subsequent to closing, including, but not limited to, soliciting
shareholder approval of new investment advisory agreements for the Funds;
ensuring that composition of the Company's Board of Directors is in compliance
with Section 15(f) of the 1940 Act; receipt by the parties of certain tax
opinions; receipt by the parties of all necessary approvals and authorizations
from governmental or self-regulatory authorities; and the receipt of all
necessary consents or approvals of all persons or entities other than
governmental authorities. After the consummation of the Merger, it is expected
that the Adviser will continue to operate with substanitally the same investment
personnel and officers. In addition, no

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changes in the Adviser's method of operation, or the location where it conducts
its principal business, are contemplated.

Under the 1940 Act, a transaction which results in a change of control
or management of an investment adviser may be deemed an "assignment." The 1940
Act further provides that an investment advisory agreement will automatically
terminate in the event of its assignment. The Merger constitutes a "change of
control" of the Adviser for purposes of the 1940 Act and will cause the
"assignment" and resulting termination of the present advisory agreements.
Accordingly, the Board of Directors recommends that the new investment advisory
agreement (the "New Management Agreement") between the Company and the Adviser,
on behalf of each Fund, be approved by shareholders of the applicable Fund.
Section 15 of the 1940 Act provides that when a change in the control of an
investment adviser occurs, the investment adviser or any of its affiliated
persons may receive any amount or benefit in connection therewith as long as two
conditions are satisfied. First, an "unfair burden" must not be imposed on the
investment company as a result of the transaction relating to the change of
control, or any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden" includes any arrangement during the
two-year period after the change in control whereby the investment adviser (or
predecessor or successor adviser), or any interested person of any such adviser,
receives or is entitled to receive any compensation, directly or indirectly,
from the investment company or its security holders (other than fees for bona
fide investment advisory or other services) or from any person in connection
with the purchase or sale of securities or other property to, from, or on behalf
of the investment company (other than fees for bona fide principal underwriting
services). No such compensation arrangements are contemplated as a result of the
Merger.

The second condition is that, during the three-year period immediately
following consummation of the transaction, at least 75% of the Company's Board
of Directors must not be "interested persons" of the investment adviser or
predecessor investment adviser within the meaning of the 1940 Act. No interested
person of the Adviser within the meaning of the 1940 Act will serve on the Board
of Directors of the Company during such period if such service would cause this
condition to be violated.

PRESENT MANAGEMENT AGREEMENT. The Adviser currently provides investment
advisory services to the Funds pursuant to investment advisory agreement dated
March 1, 1995 (the "Present Management Agreement") with respect to the OFFITBANK
VIF-High Yield Fund, OFFITBANK VIF-Emerging Markets Fund, OFFITBANK VIF-Total
Return Fund, OFFITBANK VIF-U.S. Government Securities Fund, and OFFITBANK
VIF-U.S. Small Cap. The Present Management Agreement was last approved by the
Board on December 17, 1998.

Pursuant to the Present Management Agreement, the Adviser makes
investment strategy decisions for the Funds, manages the investment and
reinvestment of all the Funds' assets, places purchase and sale orders on behalf
of the Funds, and provides continuous supervision of each Fund's investment
portfolio. Under the Present Management Agreement, the OFFITBANK VIF-High Yield
Fund pays the Adviser a management fee of .85% for the

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first $200,000,000 of average daily net assets, and .75% on any amount
thereafter, the OFFITBANK VIF-Emerging Markets Fund pays the Adviser a
management fee of .90% of the first $200,000,000 of net assets and .80% on
amounts in excess thereof, the OFFITBANK VIF-Total Return Fund pays the Adviser
a management fee of 1.00% of the Fund's average daily net assets, the OFFITBANK
VIF-U.S. Government Securities Fund pays the Adviser a management fee of .40% of
the Fund's average daily net assets, and the OFFITBANK VIF-U.S. Small Cap Fund
pays the Adviser a management fee of 1.00% of the Fund's average daily net
assets. For the fiscal year ended December 31, 1998, the OFFITBANK VIF-High
Yield Fund paid the Adviser an aggregate management fee of $261,563 (with
$59,096 having been waived), the OFFITBANK VIF-Emerging Markets Fund paid the
Adviser an aggregate management fee of $39,569 (with $31,386 having been
waived), the OFFITBANK VIF-Total Return Fund paid the Adviser an aggregate
management fee of $3,670, the OFFITBANK VIF-U.S. Government Securities Fund paid
the Adviser an aggregate management fee of $22 (with $22 having been waived),
and the OFFITBANK VIF-U.S. Small Cap Fund paid the Adviser an aggregate
management fee of $9,323 (with $9,323 having been waived). The level of
management fees under the Present Management Agreement will remain the same
under the New Management Agreement.

NEW MANAGEMENT AGREEMENT. The terms and conditions of the New Management
Agreement are substantially identical in all material respects to those of the
Present Management Agreement. A form of the New Management Agreement for the
Funds is attached as Exhibit A. If the New Management Agreement is approved by
shareholders of the Funds, it will become effective upon the consummation of the
Merger. The New Management Agreement provides that it will remain in force for
an initial term of two years, and from year to year thereafter, subject to
annual approval by (a) the Board of Directors or (b) a vote of a majority (as
defined in the 1940 Act) of the outstanding shares of a Fund; provided that in
either event continuance is also approved by a majority of the Independent
Directors, by a vote cast in person at a meeting called for the purpose of
voting such approval. The New Management Agreement may be terminated at any
time, on sixty days' written notice, without the payment of any penalty, by the
Board of Directors, by a vote of a majority of the outstanding voting securities
of the applicable Fund, or by the Adviser. The New Management Agreement
automatically terminates in the event of its assignment, as defined by the 1940
Act and the rules thereunder.

The New Management Agreement provides that the Adviser shall not be
liable for any action taken or omitted to be taken by it in its reasonable
judgment, in good faith and believed by it to be authorized or within the
discretion or rights conferred upon it by such Agreement, or in accordance with
specific instructions from the Company, provided that such acts or omissions
shall not have resulted from the Adviser's willful misfeasance, bad faith or
gross negligence, a violation of the standard of care established by and
applicable to the Adviser in its actions under such Agreement, or breach of its
obligations thereunder.

The descriptions set forth in this proxy statement of the New Management
Agreement are qualified in their entirety by reference to Exhibit A.

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In the event that shareholders of a Fund do not approve the New
Management Agreement with respect to such Fund and the Merger is consummated,
the Board of Directors will promptly seek to obtain for such Fund interim
advisory services either from the Adviser or from another advisory organization.
Thereafter, the Board of Directors would either negotiate a new investment
advisory agreement with an advisory organization selected by the Board or make
other appropriate arrangements, in either event subject to approval by the
shareholders of the Fund. In the event the Merger is not consummated for any
reason, the Adviser will continue to serve as the investment adviser of the
Funds pursuant to the terms of the Present Management Agreement.

INFORMATION CONCERNING WACHOVIA. Wachovia is a North Carolina
corporation whose principal banking subsidiary is Wachovia Bank, National
Association. Wachovia has 752 branches and 1,381 ATMs throughout the
Southeastern United States. Wachovia also has bank-related subsidiaries engaged
in large corporate and institutional relationship management and business
development, corporate leasing, remittance processing and discount brokerage
services. Based on its consolidated asset size and market capitalization at
March 31, 1999, Wachovia was ranked 16th among domestic U.S. bank holding
companies in each of these categories. At that date, Wachovia had consolidated
assets of $65.3 billion, deposits of $40.3 billion and shareholders' equity of
$5.4 billion.

INFORMATION CONCERNING THE ADVISER. The Adviser is a wholly-owned
subsidiary of OFFITBANK Holdings, Inc. The Adviser was formed in 1983 as Offit
Associates, a registered investment adviser. In 1990, the Adviser converted to a
New York State trust bank. Currently, the Adviser provides wealth management
services for individuals, family groups, nonprofit organizations and other
institutions. Certain of the employees of the Adviser hold positions with the
Funds as directors or officers. Mr. Offit is Chairman of the Board of Directors
and President of the Funds, Mr. Mathai-Davis is Secretary and Treasurer of the
Funds, and Mr. Vincent M. Rella and Mr. Stephen B. Wells are Assistant
Treasurers of the Funds. Mr. Offit is Chairman of the Adviser and Messrs.
Mathai-Davis, Rella and Wells are Managing Directors of the Adviser. The address
of each executive officer of the Adviser is 520 Madison Avenue, New York, New
York 10022.

Mr. Offit is the only member of the Adviser's board who has an interest
in the Merger other than as a shareholder or employee. As part of the Merger,
Mr. Offit entered into an employment agreement with Wachovia whereby he would
provide services to Wachovia that are consistent with his background and
expertise. The employment agreement becomes effective on the effective date of
the Merger. In addition, Mr. Offit entered into a non-compete agreement which
will restrict Mr. Offit from employment opportunities in similar industries. Mr.
Offit has also been invited to join Wachovia's board upon completion of the
Merger.

The Adviser serves as investment adviser to the following affiliated
registered investment companies listed below:

OFFITBANK INVESTMENT FUND, OFFITBANK High Yield Fund
INC. OFFITBANK Emerging Markets Fund
(consisting of the following portfolios): OFFITBANK Latin America Equity Fund
OFFITBANK New York Municipal Fund

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OFFITBANK California Fund
OFFITBANK National Municipal Fund
OFFITBANK U.S. Government Fund
OFFITBANK Mortgage Securities Fund
OFFITBANK VARIABLE INSURANCE, INC.
(consisting of the following portfolios):

OFFITBANK VIF-High Yield Fund
OFFITBANK VIF-Emerging Markets Fund
OFFITBANK VIF-Total Return Fund
OFFITBANK VIF-U.S. Government
Securities Fund
OFFITBANK VIF-U.S. Small Cap Fund

INFORMATION CONCERNING OFFIT HOLDINGS. OFFITBANK Holdings, Inc., a
privately held holding company headquartered in New York City, is the parent
company and sole shareholder of the Adviser. Offit Holdings became the parent
holding company of the Adviser due to the Adviser's reorganization that was
effected on January 1, 1999. Pursuant to an exchange agreement among Offit
Holdings and the then shareholders of the Adviser, Offit Holdings exchanged its
shares for all of the Adviser's shares. Consequently, all shareholders of the
Adviser became shareholders of Offit Holdings and the Adviser became a
wholly-owned subsidiary of Offit Holdings.

[EVALUATION BY THE BOARD OF DIRECTORS. On June 23, 1999, the Board of
Directors, including each of the Independent Directors, by vote cast in person,
unanimously approved, subject to the required shareholder approval described
herein, the New Management Agreement. Prior to such approval, the Independent
Directors met separately with their counsel, which did not represent Wachovia,
for the purpose of assisting them in reaching a determination with respect to
the New Management Agreement.

In considering approval of the New Management Agreement, the Board of
Directors carefully evaluated information they deemed necessary to enable them
to determine whether the New Management Agreement will be in the best interests
of each Fund and its shareholders. In making this recommendation, the Directors
evaluated the experience of the Adviser's key personnel in investing, the
quality of services the Adviser is expected to provide to the Funds and the
compensation proposed to be paid to the Adviser. The Directors have given
careful consideration to all factors deemed to be relevant to the Company,
including, but not limited to: (1) the fees and expense ratios of comparable
mutual funds; (2) the performance of the Funds as compared to similar mutual
funds; (3) the nature and quality of the services expected to be rendered to the
Company by the Adviser; (4) the distinct investment objective and policies of
each Fund; (5) that the compensation payable to the Adviser under the New
Management Agreement will be at the same rate as the compensation now payable to
the Adviser under the Present Management Agreement; (6) that the terms of the
New Management Agreement are substantially identical in all material respects as
the terms of the Present Management Agreement except for different effective

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and termination dates; (7) the history, reputation, qualification and background
of the Adviser and Wachovia and their respective financial conditions, as well
as the qualifications of their personnel; and (8) the substantial benefits
expected to be realized as a result of the Adviser's ownership by Wachovia, such
as the potential for increasing Fund assets and the opportunity to gain access
to Wachovia's managerial and technological resources.

In making the determination to recommend approval of the New Management
Agreement to shareholders of the Company, the Board of Directors gave
substantial weight to the Adviser's representations that (i) the Merger should
benefit the Adviser and the Funds by preserving the Adviser's independent
management structure and portfolio management style, while providing stability
from a strengthening balance sheet, more attractive financial incentives to the
Adviser's employees and increased resources for the Adviser's operations; (ii)
the Merger will not materially affect the advisory operations of the Adviser or
the level or quality of advisory services provided to the Funds; (iii) the same
personnel of the Adviser who currently provide services to the Company are
expected to continue to do so after the Merger; (iv) the Company will not be
subject to any unfair burden as a result of the Merger; (v) access to Wachovia's
broad managerial, financial and technological resources should allow the Adviser
to increase the range and quality of services provided to the Company; and (vi)
the Merger could potentially result in an increase in assets of the Funds,
thereby possibly reducing the effective rate of the Adviser's fees and other
expenses of the Funds. In considering approval of the New Management Agreement,
the Board of Directors reviewed the most recent audited financial statements of
the Adviser and of Wachovia. The Board of Directors believes that the Merger
should benefit the Adviser and the Funds and that the Funds should receive
investment advisory services under the New Management Agreement equal or
superior to those currently received under the Present Management Agreement, at
the same fee levels. The Board of Directors therefore unanimously recommends
approval of the New Management Agreement by shareholders of each Fund.]

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS APPROVE THE NEW
MANAGEMENT AGREEMENT.

PROPOSAL NO. 2
ELECTION OF BOARD MEMBER

[The Board of Directors is currently comprised of four persons, three of
whom have been elected by shareholders. You are being asked to ratify the
appointment of the Director that has not been elected by shareholders so that
the entire Board will be comprised of Directors who have been elected by
shareholders.

At a meeting of the Board of Directors held June 23, 1999, the
Independent Directors of the Board (those Directors that are not "interested
persons" of the Adviser or the Fund) recommended the nomination of Mr. Stephen
Peck to serve as an Independent Director of the Company. The full Board approved
the nomination and Mr. Peck is currently serving as a Director of the Company.
The nomination of Mr. Peck was necessary to satisfy (i) certain conditions to
closing of the Merger and (ii) Section 15(f) of the 1940 Act (discussed above)
whereby, for a period of three years following the Merger, at least 75% of the
Company's Board of Directors must generally be comprised of persons who were
elected by shareholders and are not "interested persons" of the investment
adviser or predecessor investment adviser.

It is the intention of the persons named in the accompanying form of
proxy to vote "FOR" the election of Mr. Peck, who has consented to being named
in this Proxy Statement and has agreed to serve if elected. The Independent
Directors reserve the right to substitute another person or persons of their
choice if Mr. Peck is unable to serve as a director for any reason.]

The Board has designated an audit committee to provide advice with
respect to accounting, auditing and financial matters affecting the Company. The
Audit Committee is comprised of Mr. Landau and The Very Reverend Morton and
meets periodically. For the fiscal year ended December 31, 1998, the Audit
Committee met two times. The Board met five times during the fiscal year ended
December 31, 1998.

INFORMATION REGARDING NOMINEE'S
PRINCIPAL OCCUPATION AND OTHER INFORMATION

Amount of
Beneficial
Name and Principal Occupation Ownership
During the Past Five Years and of Shares of the
Directorships of Public Companies Age Funds

64 N/A

Stephen M. Peck: Investment Officer,
Gildner Gagnon, Howe & Co. LLC (1989-
Present); Director, Harnischfeger, Inc. and
Fresenious Medical Care.

-9-

<PAGE>

CURRENT DIRECTORS AND EXECUTIVE OFFICERS

Position(s) Held Principal Occupation(s)
Name and Age With the Fund Past 5 Years
- ------------ --------------- ------------
<S> <C> <C>

Morris W. Offit* Chairman of the President and Director, OFFITBANK
Age: 62 Years Board, President, (investment adviser) (1983 - present);
and Director one additional Chairman of the
Board, President and Director
position with the OFFITBANK Fund
Complex.

Edward J. Landau Director Of Counsel, Wolf, Block Schorr and
Age: 71 years Solis-Cohen, LLP (2/1/98-present);
Member, Lowenthal, Landau, Fischer &
Bring, P.C. (1960-1/31/98); Director,
Revlon Group Inc., Revlon Consumer
Products Inc.; Pittsburgh Annealing
Box and Clad Metals Inc.; one
additional Director position with
the OFFITBANK Fund Complex.

The Very Reverend James Director President, Interfaith Center of New
Parks York (1/1/98 - present); formerly
Age: 74 Years Dean of Cathedral of St. John the
Divine (1972 - 1996); one additional
Director position with the OFFITBANK
Fund Complex.

Mr. Wallace Mathai-Davis Secretary and Managing Director, OFFITBANK
Age: 55 Years Treasurer (Investment adviser) (1986 - present);
one additional Officer position with
the OFFITBANK Fund Complex.

</TABLE>

* "Interested person" of the Fund as defined in the 1940 Act.

The Company pays each Director who is not also an officer or affiliated
person an annual fee of $10,000 and a fee of $1,250 for each Board of Directors
and Board committee meeting attended and reimburses such Director for all
out-of-pocket expenses relating to attendance at meetings. Directors who are
affiliated with the Adviser do not receive compensation from the Company but are
reimbursed for all out-of-pocket expenses relating to attendance at meeting.

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<PAGE>

DIRECTOR COMPENSATION

(The following table shows the compensation paid by the Company to the Directors
for 1998)

Total
Pension or Compensation
Retirement from Registrant
Aggregate Benefits Estimated and Fund
Compensation Accrued Annual Complex*
From the as Part of Full Benefits Upon Paid to
Name of Director Registrant Expenses Retirement Directors
- ---------------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C>

Morris W. Offit $0 $0 $0 $0

Edward J. Landau $18,750.00 $0 $0 $23,000.00

The Very
Reverend
James Parks
Morton $18,750.00 $0 $0 $23,000.00

</TABLE>

* For this purpose, the "Fund Complex" consists of the Company and The
OFFITBANK Investment Fund, Inc., which constitute all of the
regulated investment companies advised by the Adviser.

THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS APPROVE THE
NOMINEE FOR THE BOARD.

(..continued)

PROPOSAL 3

APPROVAL OF SUB-ADVISORY AGREEMENT
(OFFITBANK VIF-U.S. Small Cap Fund Only)

Introduction. The Company, on behalf of the OFFITBANK VIF-U.S. Small
Cap Fund (the "Small Cap Fund") has entered into an Investment Management
Agreement with OFFITBANK, under which the OFFITBANK provides investment advice
and in general conducts the management and investment program of the Small Cap
Fund under the supervision and control of the Directors of the Company. The
Company and OFFITBANK have also entered into an Investment Management Agreement
(the "Current Sub-Advisory Agreement") with Rockefeller & Co., Inc.
("Rockefeller & Co.") under which Rockefeller & Co. provides the Small Cap Fund
with investment advice and management of the Fund's investment program.

The Current Sub-Advisory Agreement provides for its automatic
termination in the event of the assignment of the investment management
agreement between OFFITBANK and the Company. As discussed above under Proposal
1, the Merger of OFFITBANK and Wachovia will cause the "assignment" and
resulting termination of the present management agreement between the Company
and OFFITBANK. Accordingly, the Current Sub-Advisory Agreement will also
terminate upon the consummation of the Merger. The Board of Directors recommends
that a new Investment Management Agreement (the "New Sub-Advisory Agreement")
between the Company, OFFITBANK and Rockefeller & Co., on behalf of the Small Cap
Fund, be approved by shareholders of the Small Cap Fund.

CURRENT SUB-ADVISORY AGREEMENT. Rockefeller & Co. currently provides
investment advisory services to the Small Cap Fund pursuant to an Investment
Management Agreement dated September 3, 1996 with respect to the Small Cap Fund.
The Current Sub-Advisory Agreement was last approved by the Board on December
17, 1998.

Pursuant to the Current Sub-Advisory Agreement, Rockefeller & Co. makes
investment strategy decisions for the Small Cap Fund, manages the investment and
reinvestment of all the Small Cap Funds' assets, places purchase and sale orders
on behalf of the Small Cap Fund, and provides continuous supervision of such
Fund's investment portfolio. Under the Current Sub-Advisory Agreement, OFFITBANK
(and not the Fund) pays Rockefeller & Co. a management fee of 1.00% of the
Fund's average daily net assets. For the fiscal year ended December 31, 1998,
the Small Cap Fund accrued an aggregate management fee of $9,323, all of which
was waived by OFFITBANK (and Rockefeller & Co.). The level of management fees
under the Current Sub-Advisory Agreement will remain the same under the New
Sub-Advisory Agreement.

NEW SUB-ADVISORY AGREEMENT. The terms and conditions of the New
Sub-Advisory Agreement are substantially identical in all material respects to
those of the Current Sub-Advisory Agreement. A form of the New Sub-Advisory
Agreement for the Small Cap Fund is attached as Exhibit B. If the New
Sub-Advisory Agreement is approved by

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<PAGE>

shareholders of the Small Cap Fund, it will become effective upon the
consummation of the Merger. The New Sub-Advisory Agreement provides that it will
remain in force for an initial term of two years, and from year to year
thereafter, subject to annual approval by (a) the Board of Directors or (b) a
vote of a majority (as defined in the 1940 Act) of the outstanding shares of a
Fund; provided that in either event continuance is also approved by a majority
of the Independent Directors, by a vote cast in person at a meeting called for
the purpose of voting such approval. The New Sub-Advisory Agreement may be
terminated at any time, on sixty days' written notice, without the payment of
any penalty, by the Board of Directors, by a vote of a majority of the
outstanding voting securities of the Small Cap Fund, or by Rockefeller & Co. The
New Sub-Advisory Agreement automatically terminates in the event of its
assignment (as defined by the 1940 Act and the rules thereunder) or the
assignment of the Company's agreement with OFFITBANK.

The New Sub-Advisory Agreement provides that Rockefeller & Co. shall
not be liable for any action taken or omitted to be taken by it in its
reasonable judgment, in good faith and believed by it to be authorized or within
the discretion or rights conferred upon it by such Agreement, or in accordance
with specific instructions from the Company, provided that such acts or
omissions shall not have resulted from the Rockefeller & Co.'s willful
misfeasance, bad faith or gross negligence, a violation of the standard of care
established by and applicable to the Rockefeller & Co. in its actions under such
Agreement, or breach of its obligations thereunder.

The descriptions set forth in this proxy statement of the New
Sub-Advisory Agreement are qualified in their entirety by reference to Exhibit
B.

In the event that shareholders of the Small Cap Fund do not approve the
New Sub-Advisory Agreement with respect to the Fund and the Merger is
consummated, the Board of Directors will promptly seek to obtain for such Fund
interim advisory services either from the Adviser, Rockefeller & Co., or from
another advisory organization. Thereafter, the Board of Directors would either
negotiate a new investment advisory agreement with an advisory organization
selected by the Board or make other appropriate arrangements, in either event
subject to approval by the shareholders of the Fund. In the event the Merger is
not consummated for any reason, Rockefeller & Co. will continue to serve the
Fund pursuant to the terms of the Current Sub-Advisory Agreement.

[Board Considerations. In considering whether to recommend that the New
Sub-Advisory Agreement be approved by shareholders, the Board of Directors
considered the nature and quality of services provided by Rockefeller & Co. to
date and the excellent work relationship it enjoys with the OFFITBANK. The Board
also requested and evaluated such other information from Rockefeller & Co. which
the Board deemed to be relevant.

The Board also considered that the new arrangement does not require any
change in Rockefeller & Co.'s investment management or operation of the Small
Cap Fund, the investment personnel managing the Small Cap Fund, the other
business activities of the Small Cap Fund, or the investment objective of the
Fund. The Board noted that the fees would remain the same and that the New
Sub-Advisory Agreement would be materially the same as

-12-

<PAGE>

the Current Sub-Advisory Agreement. The Board also considered various
alternatives, including internalization of management, having OFFITBANK more
fully assume the sub-advisory function or retaining another subadviser.

Based on these considerations the Board, including a majority of the
Independent Directors, unanimously approved the New Sub-Advisory Agreement at
the meeting held on June 23, 1999.]

INFORMATION CONCERNING ROCKEFELLER & CO. Rockefeller & Co. is a
registered investment adviser under the Investment Advisers Act of 1940. Its
earliest predecessor was established in the 19th century for the benefit of John
D. Rockefeller and his family. Today, Rockefeller & Co. is a private investment
advisory and management firm that serves the needs of the Rockefeller family and
those of a small number of other persons and institutions. As of December 31,
1998, Rockefeller & Co. managed approximately $4.4 billion in assets.
Rockefeller & Co., with offices at 30 Rockefeller Plaza, New York, New York
10112, is a wholly-owned subsidiary of Rockefeller Financial Services, Inc., all
of the voting shares of which are owned by the Rockefeller Family Trust. The
Rockefeller Family Trust was established in 1979, primarily for the benefit of
the grandchildren of John D. Rockefeller, Jr. and their descendants. The
grantors of the trust property are the senior members of the Rockefeller Family.
In 1980, Rockefeller & Co. was registered as an investment adviser and commenced
providing management services to non-Rockefeller Family clients.

INFORMATION CONCERNING THE ADVISER. See Proposal 1 above.

The Board of Directors recommends that you vote FOR approval of the New
Sub-Advisory Agreement.

ADDITIONAL INFORMATION

As of the record date, ________, 1999, the name, address and share
ownership of each person who owned of record 5% of more of the outstanding
shares of the Company (or any Fund) are listed in the following table:

[ADD 5% SHAREHOLDER INFO]

OTHER MATTERS

The Board does not know of any other business to be brought before the
meeting. If any other matters properly come before the meeting, proxies will
vote on such matters in their discretion.

-13-

<PAGE>

REPORTS TO SHAREHOLDERS AND FINANCIAL STATEMENTS

The Company's annual report for the fiscal year ended December 31, 1998
is available at no charge by writing to the Company at P.O. Box 8701,
Wilmington, Delaware 19899, or by calling the Company toll-free at
1-800-618-9510.

SHAREHOLDER PROPOSALS

The Company is not required to hold annual meetings of shareholders and
currently does not intend to hold such meetings unless shareholder action is
required in accordance with the 1940 Act or the Company's Articles of
Incorporation. A shareholder proposal to be considered for inclusion in the
proxy statement at any subsequent meeting of shareholders must be submitted a
reasonable time before the proxy statement for that meeting is mailed. Whether a
proposal submitted will be included in the proxy statement will be determined in
accordance with applicable federal and state laws.

By Order of the Board of the
OFFITBANK VARIABLE INSURANCE FUND,
INC.

Mr. Wallace Mathai-Davis
Secretary

Dated: ________, 1999

SHAREHOLDERS ARE REQUESTED TO FILL IN, DATE AND SIGN THE PROXY CARD AND RETURN
IT PROMPTLY IN THE ENCLOSED PREPAID ENVELOPE.

-14-

<PAGE>

EXHIBIT A

FORM OF NEW MANAGEMENT AGREEMENT

INVESTMENT ADVISORY AGREEMENT
BETWEEN
THE OFFITBANK VARIABLE INSURANCE FUND, INC.
AND
OFFITBANK

AGREEMENT made this ( ) day of ( ), 1999, by and between The
OFFITBANK Variable Insurance Fund, Inc., a Maryland Corporation which may issue
one or more series of shares (hereinafter the "Company"), and OFFITBANK, a New
York chartered trust company (hereinafter the "Adviser").

1. STRUCTURE OF AGREEMENT. The Company is entering into this
Agreement on behalf of the Company's series listed on Schedule A attached hereto
(individually, a "Fund" and collectively, the "Funds") severally and not
jointly. The responsibilities and benefits set forth in this Agreement shall
refer to each Fund severally and not jointly. No individual Fund shall have any
responsibility for any obligation with respect to any other Fund arising out of
this Agreement. Without otherwise limiting the generality of the foregoing,

(a) any breach of any term of this Agreement regarding
the Company with respect to any one Fund shall not
create a right or obligation with respect to any
other Fund;

(b) under no circumstances shall the Adviser have the
right to set off claims relating to a Fund by
applying property of any other Fund; and

(c) the business and contractual relationships created
by this Agreement, consideration for entering into
this Agreement, and the consequences of such
relationship and consideration relate solely to the
Company and the particular Fund to which such
relationship and consideration applies.

2. DELIVERY OF DOCUMENTS. The Company has delivered to the
Adviser copies of each of the following documents and will deliver to it all
future amendments and supplements thereto, if any:

(a) The Company's Articles of Incorporation (the
"Articles");

(b) The By-Laws of the Company;

-15-

<PAGE>

(d) The Company's Registration Statement under the
Securities Act of 1933, as amended (the "1933
Act"), and the Investment Company Act of 1940, as
amended (the "1940 Act"), on Form N-lA as filed
with the Securities and Exchange

Commission (the "Commission") on July 20, 1994 and
all subsequent amendments thereto relating to the
Funds (the "Registration Statement");

(e) Notification of Registration of the Company under
the 1940 Act on Form N-8A as filed with the
Commission; and

(f) Prospectuses and Statements of Additional
Information of the Funds (collectively, the
"Prospectuses").

3. INVESTMENT ADVISORY SERVICES. The Company hereby
appoints the Adviser, and the Adviser hereby undertakes, to act as investment
adviser of the Funds and, subject to the supervision of the Company's Board of
Directors, to (a) make investment strategy decisions for the Funds, (b) manage
the investing and reinvesting of the Fund's assets, (c) place purchase and sale
orders on behalf of the Funds and (d) provide continuous supervision of each
Fund's investment portfolio. The Adviser shall, subject to review by the Board
of Directors, furnish such other services as the Adviser shall from time to time
determine to be necessary or useful to perform its obligations under this
Agreement.

As manager of the Funds' assets, the Adviser shall make
investments for the Funds' account in accordance with the investment objectives
and limitations set forth in the Articles, the Prospectuses, the 1940 Act, the
provisions of the Internal Revenue Code of 1986, as amended, including
Subchapters L and M, relating to variable contracts and regulated investment
companies, respectively, applicable banking laws and regulations, and policy
decisions adopted by the Company's Board of Directors from time to time. The
Adviser shall advise the Company's officers and Board of Directors, at such
times as the Company's Board of Directors may specify, of investments made for
the Funds' accounts and shall, when requested by the Company's officers or Board
of Directors, supply the reasons for making such investments.

The Adviser is authorized on behalf of the Company, from time to
time when deemed to be in the best interests of the Company and to the extent
permitted by applicable law, to purchase and/or sell securities in which the
Adviser or any of its affiliates underwrites, deals in and/or makes a market
and/or may perform or seek to perform investment banking services for issuers of
such securities. The Adviser is further authorized, to the extent permitted by
applicable law, to select brokers for the execution of trades for the Company,
which broker may be an affiliate of the Adviser, provided that the best
competitive execution price is obtained at the time of the trade execution.

-16-

<PAGE>

It is understood and agreed that the Adviser may from time to
time employ or associate with such other entities or persons as the Adviser
believes appropriate to assist in the performance of this Agreement with respect
to a particular Fund or Funds (each a "Sub-Adviser") and that any such
Sub-Adviser shall have all the rights and powers of the Adviser set forth in
this Agreement; provided that a Fund shall not pay any additional compensation
for any Sub-Adviser and the Adviser shall be as fully responsible to the Company
for the acts and omissions of the Sub-Adviser as it is for its own acts and
omissions; and provided further that the retention of any Sub-Adviser shall be
approved in advance by (i) the Board of Directors of the Company and (ii) the
shareholders of the relevant Fund if required under any applicable provisions of
the 1940 Act. The Adviser will review, monitor and report to the Company's Board
of Directors regarding the performance and investment procedures of any
Sub-Adviser. In the event that the services of any Sub-Adviser are terminated,
the Adviser may provide investment advisory services pursuant to this Agreement
to the Fund without a Sub-Adviser and without further shareholder approval, to
the extent consistent with the 1940 Act. A Sub-Adviser may be an affiliate of
the Adviser.

4. EXPENSES.

(a) The Adviser shall, at its expense, provide the Funds
with office space, furnishings and equipment and
personnel required by it to perform the services to
be provided by the Adviser pursuant to this
Agreement.

(b) Except as provided in subparagraph (a), the Company
shall be responsible for all of the Funds' expenses
and liabilities, including, but not limited to,
taxes; interest; fees (including fees paid to its
directors who are not affiliated with the Adviser or
any of its affiliates); fees payable to the
Securities and Exchange 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 the custodian and
transfer agent; insurance premiums; auditing and
legal expenses; costs of shareholders' reports and
shareholders' meetings; any extraordinary expenses;
and brokerage fees and commissions, if any, in
connection with the purchase or sale of portfolio
securities.

5. COMPENSATION. In consideration of the services to be rendered
by the Adviser under this Agreement, the Company shall pay the Adviser monthly
fees on the first Business Day (as defined in the Prospectuses) of each month
based upon the average daily net assets of each Fund during the preceding month
(as determined on the days and at the time set forth in the Prospectuses for
determining net asset value per share) at the annual rate set forth opposite the
Fund's name on Schedule A attached hereto. If the fees payable to the Adviser
pursuant to this paragraph begin to accrue before the end of any month or if
this

-17-

<PAGE>

Agreement terminates before the end of any month, the fees for the period from
such date to the end of such month or from the beginning of such month to the
date of termination, as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which such effectiveness
or termination occurs. For purposes of calculating each such monthly fee, the
value of the Funds' net assets shall be computed in the manner specified in the
Prospectuses and the Articles for the computation of the value of the Funds' net
assets in connection with the determination of the net asset value of shares of
the Funds' capital stock.

If the aggregate expenses incurred by, or allocated to, each Fund
in any fiscal year shall exceed the lowest expense limitation, if applicable to
such Fund, imposed by state securities laws or regulations thereunder, as such
limitations may be raised or lowered from time to time, the Adviser shall
reimburse such Fund for such excess. The Adviser's reimbursement obligation will
be limited to the amount of fees it received under this agreement during the
period in which such expense limitations were exceeded, unless otherwise
required by applicable laws or regulations. With respect to portions of a fiscal
year in which this Agreement shall be in effect, the foregoing limitations shall
be prorated according to the proportion which that portion of the fiscal year
bears to the full fiscal year. Any payments required to be made by this
paragraph shall be made once a year promptly after the end of the Company's
fiscal year.

In consideration of the Adviser's undertaking to render the
services described in this Agreement, the Company agrees that the Adviser shall
not be liable under this Agreement for any error of judgment or mistake of law
or for any loss suffered by the Company in connection with the performance of
this Agreement, provided that nothing in this Agreement shall be deemed to
protect or purport to protect the Adviser against any liability to the Company
or its stockholders to which the Adviser would otherwise be subject by reason of
willful misfeasance, bad faith or gross negligence in the performance of the
Adviser's duties under this Agreement or by reason of the Adviser's reckless
disregard of its obligations and duties hereunder.

6. NON-EXCLUSIVE SERVICES. Except to the extent necessary to
perform the Investment Adviser's obligations under this Agreement, nothing
herein shall be deemed to limit or restrict the right of the Adviser, or any
affiliate of the Adviser, including any employee of the Adviser, to engage in
any other business or to devote time and attention to the management or other
aspects of any other business, whether of a similar or dissimilar nature, or to
render services of any kind to any other corporation, firm, individual or
association.

7. EFFECTIVE DATE; MODIFICATIONS; TERMINATION. This Agreement
shall become effective on the date hereof, provided that it shall have been
approved by a majority of the outstanding voting securities of each Fund, in
accordance with the requirements of the 1940 Act, or such later date as may be
agreed by the parties following such shareholder approval.

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<PAGE>

(a) Subject to prior termination as provided in
sub-paragraph (d) of this paragraph, this Agreement
shall continue in force until _________________ and
indefinitely thereafter, but only so long as the
continuance after such date shall be specifically
approved at least annually by vote of the Directors
of the Company or by vote of a majority of the
outstanding voting securities of each Fund.

(b) This Agreement may be modified by mutual consent,
such consent on the part of the Company to be
authorized by vote of a majority of the outstanding
voting securities of each Fund.

(c) In addition to the requirements of sub-paragraphs
(a) and (b) of this paragraph, the terms of any
continuance or modification of this Agreement must
have been approved by the vote of a majority of
those Directors of the Company who are not parties
to this Agreement or interested persons of any such
party, cast in person at a meeting called for the
purpose of voting on such approval.

(d) Either party hereto may, at any time on sixty (60)
day's prior written notice to the other, terminate
this Agreement, without payment of any penalty, by
action of its Trustees or Board of Directors, as the
case may be, or by action of its authorized officers
or, with respect to a Fund, by vote of a majority of
the outstanding voting securities of that Fund. This
Agreement may remain in effect with respect to a
Fund even if it has been terminated in accordance
with this paragraph with respect to the other Funds.
This Agreement shall terminate automatically in the
event of its assignment.

8. USE OF NAME. Upon expiration or earlier termination of this
Agreement, the Company shall, if reference to "OFFITBANK", is made in the
corporate name of the Company or in the names of the Funds and if the Adviser
requests in writing, as promptly as practicable change its corporate name and
the names of the Funds so as to eliminate all reference to "OFFITBANK", and
thereafter the Company and the Funds shall cease transacting business in any
corporate name using the words "OFFITBANK" or any other reference to the Adviser
or "OFFITBANK". The foregoing rights of the Adviser and obligations of the
Company shall not deprive the Adviser, or any affiliate thereof which has
"OFFITBANK" in its name, of, but shall be in addition to, any other rights or
remedies to which the Adviser and any such affiliate may be entitled in law or
equity by reason of any breach of this Agreement by the Company, and the failure
or omission of the Adviser to request a change of the Company's or a Fund's name
or a cessation of the use of the name of "OFFITBANK" as described in this
paragraph shall not under any circumstances be

-19-

<PAGE>

deemed a waiver of the right to require such change or cessation at any time
thereafter for the same or any subsequent breach.

9. GOVERNING LAW. This Agreement shall be governed by the laws of
the State of Maryland.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized, and their
respective seals to be hereunto affixed, all as of the date written above.

OFFITBANK VARIABLE INSURANCE FUND, INC. OFFITBANK

By: /s/ Wallace Mathai-Davis By: /s/ Morris W. Offit
------------------------ -------------------
Wallace Mathai-Davis Morris W. Offit
Secretary Chairman

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<PAGE>

SCHEDULE A

OFFITBANK VIF FUND: FEE:

HIGH YIELD FUND .85% (first $200 million of net assets)
.75% (thereafter)

EMERGING MARKETS FUND .90% (first $200 million of net assets)
.80% (thereafter)

TOTAL RETURN FUND .80%

U.S. GOVERNMENT SECURITIES FUND .40%

U.S. SMALL CAP FUND 1.00%

</TABLE>

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<PAGE>

EXHIBIT B

INVESTMENT MANAGEMENT AGREEMENT
between
OFFITBANK,
OFFITBANK VARIABLE INSURANCE FUND, INC.
and
ROCKEFELLER & CO., INC.

AGREEMENT made as of the 3rd day of September, 1996, by and between
OFFITBANK, a New York State chartered trust company (the "Adviser"), Rockefeller
& Co., Inc., a New York corporation and a wholly-owned subsidiary of Rockefeller
Financial Services, Inc. (the "Sub-Adviser") and The OFFITBANK Variable
Insurance Fund, Inc. a Maryland corporation (the "Company"), an open-end,
management investment company registered under the Investment Company Act of
1940, as amended (the "1940 Act").

WHEREAS, the Adviser provides investment advisory services to the VIF-
U.S. Small Cap Fund series of the Company which serves as the underlying
investment for certain variable annuity contracts issued by insurance company
separate accounts, pursuant to an Investment Advisory Agreement dated as of
March 1, 1995 (the "Advisory Agreement"); and

WHEREAS, the Sub-Adviser is a registered investment adviser under the
Investment Advisers Act of 1940, as amended (the "Advisers Act"); and

WHEREAS, the Adviser desires to retain the Sub-Adviser to furnish
investment subadvisory services in connection with the VIF-U.S. Small Cap Fund
series of the Company (the "Fund"), and the Sub-Adviser represents that it is
willing and possesses legal authority to so furnish such services;

NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:

1. Appointment. The Adviser hereby appoints the Sub-Adviser to act as
investment subadviser to the Fund for the period and on the terms set forth in
this Agreement. The Sub-Adviser accepts such appointment and agrees to furnish
the services herein set forth for the compensation herein provided.

2. Delivery of Documents. The Adviser has delivered to the Sub-Adviser
copies of each of the following documents along with all amendments thereto
through the date hereof, and will promptly deliver to it all future amendments
and supplements thereto, if any:

(a) the Company's Articles of Incorporation;

(b) the By-Laws of the Company;

(c) resolutions of the Board of Directors of the Company authorizing
the execution and delivery of the Advisory Agreement and this
Agreement;

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<PAGE>

(d) the most recent Post-Effective Amendment to the Company's
Registration Statement under the Securities Act of 1933, as
amended (the "1933 Act"), and the 1940 Act, on Form N-1A as filed
with the Securities and Exchange Commission (the "Commission");

(e) Notification of Registration of the Company under the 1940 Act on
Form N- 8A as filed with the Commission; and

(f) the currently effective Prospectus and Statement of Additional
Information of the Fund.

3. Investment Advisory Services. The Sub-Adviser hereby undertakes to
act as investment subadviser to the Fund and, subject to the supervision of the
Company's Board of Directors and the Adviser, to (a) make investment strategy
decisions for the Fund, (b) manage the investing and reinvesting of the Fund's
assets, (c) place purchase and sale orders on behalf of the Fund and (d) provide
continuous supervision of the Fund's investment portfolio. The Sub-Adviser
shall, subject to review by the Board of Directors and the Adviser, furnish such
other services as the Sub-Adviser shall from time to time determine to be
necessary or useful to perform its obligations under this Agreement.

As manager of the Fund's assets, the Sub-Adviser shall make investments
for the Fund's account in accordance with the investment objective and
limitations set forth in the Articles, the Prospectus, the 1940 Act, the
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
including Subchapters L and M, relating to variable contracts and regulated
investment companies, respectively, and policy decisions adopted by the
Company's Board of Directors and the Adviser from time to time. The Sub-Adviser
shall advise the Company's officers, Board of Directors and the Adviser, at such
times as the Company's Board of Directors or Adviser may specify, of investments
made for the Fund's account and shall, when requested by the Company's officers,
Board of Directors or Adviser, supply the reasons for making such investments.

The Sub-Adviser is authorized on behalf of the Company, from time to
time when deemed to be in the best interests of the Company and to the extent
permitted by applicable law, to purchase and/or sell securities in which the
Adviser, Sub-Adviser or any respective affiliates thereof underwrites, deals in
and/or makes a market and/or may perform or seek to perform investment banking
services for issuers of such securities. The Sub-Adviser is further authorized,
to the extent permitted by applicable law, to select brokers for the execution
of trades for the Company, which broker may be an affiliate of the Sub-Adviser
or Adviser, provided that the best competitive execution price is obtained at
the time of the trade execution.

Pursuant to applicable law, the Sub-Adviser shall keep the Fund's books
and records required to be maintained by, or on behalf of, the Fund with respect
to subadvisory services rendered hereunder. The Sub-Adviser agrees that all
records which it maintains for the Fund are the property of the Fund and it will
promptly surrender any of such records to the Fund upon the Fund's request. The
Sub-Adviser further agrees to preserve for the periods

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prescribed by Rule 31a-2 under the 1940 Act any such records of the Fund
required to be preserved by such Rule.

4. Representations and Warranties.

(a) The Sub-Adviser hereby represents and warrants to the Adviser as
follows:

(i) The Sub-Adviser is a corporation duly organized and in good
standing under the laws of the State of New York and is fully authorized to
enter into this Agreement and carry out its duties and obligations hereunder.

(ii) The Sub-Adviser is registered as an investment adviser with
the Commission under the Advisers Act. The Sub-Adviser shall maintain such
registration in effect at all times during the term of this Agreement.

(iii) The Sub-Adviser at all times shall provide its best
judgment and effort to the Adviser in carrying out the Sub-Adviser's obligations
hereunder.

(b) The Adviser hereby represents and warrants to the Sub-Adviser as
follows:

(i) The Adviser is a trust company duly organized and in good
standing under the laws of the State of New York and is fully authorized to
enter into this Agreement and carry out its duties and obligations hereunder.

(ii) The Company has been duly organized as a corporation under
the laws of the State of Maryland.

(iii) The Company is registered as an investment company with the
Commission under the 1940 Act, and shares of the Fund are registered for offer
and sale to the public under the 1933 Act and all applicable state securities
laws where currently sold. Such registrations will be kept in effect during the
term of this Agreement.

5. Expenses. (a) The Sub-Adviser shall, at its expense, provide the Fund
with office space, furnishings and equipment and personnel required by it to
perform the services to be provided by the Sub-Adviser pursuant to this
Agreement.

(b) Except as provided in subparagraph (a), the Company shall be
responsible for all of the Fund's expenses and liabilities, including, but not
limited to, taxes; interest; fees (including fees paid to its directors who are
not affiliated with the Adviser, Sub-Adviser or any of their respective
affiliates); fees payable to the Securities and Exchange 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 the custodian and transfer agent; insurance
premiums; auditing and legal expenses; costs of shareholders' reports and
shareholders' meetings; any extraordinary expenses; and brokerage fees and
commissions, if any, in connection with the purchase or sale of portfolio
securities.

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<PAGE>

6. Compensation. In consideration of the services to be rendered by the
Sub-Adviser under this Agreement, the Adviser shall pay the Sub-Adviser (or
cause to be paid by the Company directly to the Sub-Adviser) monthly fees on the
first Business Day (as defined in the Prospectus) of each month based upon the
average daily net assets of the Fund during the preceding month (as determined
on the days and at the time set forth in the Prospectus for determining net
asset value per share) at the annual rate of 1.00%. If the fees payable to the
Sub-Adviser pursuant to this paragraph begin to accrue before the end of any
month or if this Agreement terminates before the end of any month, the fees for
the period from such date to the end of such month or from the beginning of such
month to the date of termination, as the case may be, shall be prorated
according to the proportion which such period bears to the full month in which
such effectiveness or termination occurs. For purposes of calculating each such
monthly fee, the value of the Fund's net assets shall be computed in the manner
specified in the Prospectus and the Articles for the computation of the value of
the Fund's net assets in connection with the determination of the net asset
value of shares of the Fund's capital stock.

If the aggregate expenses incurred by, or allocated to, the Fund in any
fiscal year shall exceed the lowest expense limitation, if applicable to the
Fund, imposed by state securities laws or regulations thereunder, as such
limitations may be raised or lowered from time to time, the Sub-Adviser shall
reimburse the Fund for such excess. The Sub-Adviser's reimbursement obligation
will be limited to the amount of fees it received under this Agreement during
the period in which such expense limitations were exceeded, unless otherwise
required by applicable laws or regulations. With respect to portions of a fiscal
year in which this Agreement shall be in effect, the foregoing limitations shall
be prorated according to the proportion which that portion of the fiscal year
bears to the full fiscal year. Any payments required to be made by this
paragraph shall be made once a year promptly after the end of the Company's
fiscal year.

7. Standard of Care.

The Sub-Adviser shall exercise its best judgment in rendering the
services described in this Agreement. The Sub-Adviser shall not be liable for
any error of judgment or mistake of law or for any act or omission or any loss
suffered by the Company or the Fund in connection with the matters to which this
Agreement relates, provided that nothing herein shall be deemed to protect or
purport to protect the Sub-Adviser against any liability to the Fund, the
Company or its shareholders to which the Sub-Adviser would otherwise be subject
by reason of willful misfeasance, bad faith or gross negligence on its part in
the performance of its duties or from reckless disregard by it of its
obligations and duties under this Agreement ("disabling conduct").

The Adviser will indemnify the Sub-Adviser against, and hold it harmless
from, any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses), including any amounts paid in
satisfaction of judgments, in compromise or as fines or penalties, relating to
the Fund, arising out of or resulting from any action or inaction on the part of
the Adviser which constitutes a breach of a covenant or representation

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<PAGE>

contained in this Agreement or the Advisory Agreement and not resulting from
disabling conduct by the Sub-Adviser.

The Sub-Adviser will indemnify the Adviser against, and hold it harmless
from, any and all losses, claims, damages, liabilities or expenses (including
reasonable counsel fees and expenses), including any amounts paid in
satisfaction of judgments, in compromise or as fines or penalties, relating to
the Fund, arising out of or resulting from any action or inaction on the part of
the Sub-Adviser which constitutes a breach of a covenant or representation
contained in this Agreement and not resulting from disabling conduct by the
Adviser.

No party shall be liable under this indemnification provision unless the
indemnified party shall have notified the indemnifying party in writing within a
reasonable time after the summons or first legal process giving information of
the nature of the claim shall have been served upon the indemnified party (or
after the indemnified party shall have received notice of such service on any
designated agent), but failure to notify the indemnifying party of any such
claim shall not relieve the indemnifying party from any liability it may have to
the indemnified party against whom such action is brought otherwise than on
account of this indemnification provision. In case any such action is brought
against an indemnified party, the indemnifying party shall be entitled to
participate, at its own expense, in the defense of such action. The indemnifying
party shall also be entitled to assume the defense thereof, with counsel
satisfactory to the party named in the action. After notice from the
indemnifying party to such named party of the indemnifying party's election to
assume the defense thereof, the indemnified party shall bear the fees and
expenses of any additional counsel retained by it, and the indemnifying party
will not be liable to such named party under this indemnification provision for
any legal or other expenses subsequently incurred by such named party
independently in connection with the defense thereof other than reasonable costs
of investigation.

8. Effective Date; Modifications; Termination. This Agreement shall
become effective on the date hereof provided that it shall have been approved by
a majority of the outstanding voting securities of the Fund, in accordance with
the requirements of the 1940 Act, or such later date as may be agreed by the
parties following such shareholder approval (the "Effective Date").

(a) Subject to prior termination as provided in sub-paragraph (d) of
this paragraph, this Agreement shall continue in force for two years from the
Effective Date and indefinitely thereafter, but only so long as the continuance
after such date shall be specifically approved at least annually by vote of the
Directors of the Company or by vote of a majority of the outstanding voting
securities of the Fund.

(b) This Agreement may be modified by mutual consent, such consent on
the part of the Company to be authorized by vote of a majority of the
outstanding voting securities of the Fund.

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<PAGE>

Agreement or interested persons of any such party, cast in person at a meeting
called for the purpose of voting on such approval.

(d) Either the Company, or the Sub-Adviser or the Fund may, at any time
on sixty (60) days prior written notice to the other, terminate this Agreement,
without payment of any penalty, by action of its Board of Directors or by action
of its authorized officers or, with respect to the Fund, by vote of a majority
of the outstanding voting securities of the Fund. This Agreement shall terminate
automatically in the event of its assignment or in the event of an assignment or
termination of the Advisory Agreement.

9. Certain Definitions. The terms "vote of a majority of the outstanding
voting securities," "assignment," "control," and "interested persons," when used
herein, shall have the respective meanings specified in the 1940 Act. References
in this Agreement to the 1940 Act and the Advisers Act shall be construed as
references to such laws as now in effect or as hereafter amended, and shall be
understood as inclusive of any applicable rules, interpretations and/or orders
adopted or issued thereunder by the Commission.

10. Independent Contractor. The Sub-Adviser shall for all purposes
herein be deemed to be an independent contractor and shall, unless otherwise
expressly provided herein or authorized by the Board of Directors of the
Company, from time to time, have no authority to act for or represent the Fund
in any way or otherwise be deemed an agent of the Fund.

11. Structure of Agreement. The Adviser and Sub-Adviser hereby recognize
that the Fund is a separate series portfolio of the Company. The Adviser and
Sub-Adviser are entering into this Agreement with regard to the Fund severally
and not jointly with respect to other series portfolios of the Company. The
responsibilities and benefits set forth in this Agreement shall be deemed to be
effective as between the Adviser and Sub-Adviser in connection with the Fund
severally and not jointly and not jointly with respect to other series
portfolios of the Company. This Agreement is intended to govern only the
relationships between the Adviser, on the one hand, and the Sub-Adviser, on the
other hand, and is not intended to and shall not govern (i) the relationship
between the Adviser or Sub-Adviser and any other series portfolio, or (ii) the
relationships among the respective series portfolios.

12. Governing Law. This Agreement shall be governed by the laws of the
State of Maryland, provided that nothing herein shall be construed in a manner
inconsistent with the 1940 Act or the Advisers Act.

13. Severability. If any provision of this Agreement shall be held or
made invalid by a court decision, statute, rule or otherwise, the remainder of
this Agreement shall not be affected thereby and, to this extent, the provisions
of this Agreement shall be deemed to be severable.

14. Notices. Notices of any kind to be given to the Adviser hereunder by
the Sub-Adviser shall be in writing and shall be duly given if mailed or
delivered to the Adviser at 520 Madison Avenue, New York, New York 10022-4213 or
at such other address or to such individual as shall be so specified by the
Adviser to the Sub-Adviser. Notices of any kind to

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<PAGE>

be given to the Sub-Adviser hereunder by the Adviser shall be in writing and
shall be duly given if mailed or delivered to the Sub-Adviser at 30 Rockefeller
Plaza, New York, New York 10112 or at such other address or to such individual
as shall be so specified by the Sub-Adviser to the Adviser. Notices shall be
effective upon delivery.

IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed by their respective officers thereunto duly authorized as of the date
written above.

OFFITBANK ROCKEFELLER & CO., INC.

By: /s/Stephen B. Wells By: /s/Laird I. Grant
---------------------- -----------------------------
Name: Stephen B. Wells Name: Laird I. Grant
Title: Managing Director Title: President, Chief Executive
Offficer, Chief Investment
Officer

THE OFFITBANK VARIABLE INSURANCE
FUND, INC.

By: /s/Carrie Zuckerman
----------------------
Name: Carrie Zuckerman
Title: Assistnat Secretary

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<PAGE>

OFFITBANK VARIABLE INSURANCE FUND, INC.

OFFITBANK __________ FUND
SPECIAL MEETING OF SHAREHOLDERS -- __________, 1999

Please refer to the Proxy Statement for a discussion of these matters. THE
UNDERSIGNED HOLDER(S) OF SHARES OF BENEFICIAL INTEREST OF THE OFFITBANK
___________ FUND HEREBY CONSTITUTES AND APPOINTS ___________ AND ____________,
OR EITHER OF THEM, THE ATTORNEYS AND PROXIES OF THE UNDERSIGNED, WITH FULL POWER
OF SUBSTITUTION, TO VOTE THE SHARES LISTED BELOW AS DIRECTED, AND UPON ANY OTHER
BUSINESS THAT MAY PROPERLY COME BEFORE THE MEETING OR ANY ADJOURNMENTS THEREOF,
AND HEREBY REVOKES ANY PRIOR PROXIES. To vote, mark an X in blue or black ink on
the proxy card below. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS OF OFFITBANK VARIABLE INSURANCE FUND, INC.

- -----Detach card at perforation and mail in postage paid envelope provided------

1. Approval of the proposed Investment Advisory Agreement between the
Company and OFFITBANK

FOR AGAINST ABSTAIN
|_| |_| |_|

2. Election of a director to serve as a member of the Board of Directors of
OFFITBANK Variable Insurance Fund, Inc. The nominee is: Mr. Stephen M.
Peck.

FOR NOMINEE WITHHOLD
|_| |_|

[VIF-U.S. Small Cap Fund only]
[3. Approval of the proposed Sub-Advisory Agreement between the Company and
Rockefeller & Co. Inc.

FOR AGAINST ABSTAIN
|_| |_| |_|]

<PAGE>

- ------Detach card at perforation and mail in postage paid envelope provided-----

OFFITBANK VARIABLE INSURANCE FUND, INC.

OFFITBANK ________ FUND
PROXY

This proxy, when properly executed and returned, will be voted in the manner
directed herein by the undersigned. If no direction is made, this proxy will be
voted FOR approval of Proposal 1 and for the election of the nominee.

Please sign exactly as name appears on this card. When account is joint tenants,
all should sign. When signing as administrator, trustee or guardian, please give
title. If a corporation or partnership, sign in entity's name and by authorized
person.

x____________________________

Dated:___________________, 1999