September 1, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, DC 20549
Re: OFFITBANK Variable Insurance Fund, Inc.
Registration No. 33-81748, 811-8640
Dear Sir or Madam:
On behalf of the OFFITBANK Variable Insurance Fund, Inc.
(the "Registrant"), and pursuant to Rule 497 (e) under the
Securities Act of 1933, as amended, the undersigned hereby
submits this filing in order to supplement eight of the
Registrant's nine prospectuses and each of the Registrant's three
statements 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: Frankie Haan, Division of Investment Management
Stephen Wells, Esq.
Vincent M. Rella
Michael Kagan
Peter J. O'Rourke, Esq.
The OFFITBANK Variable Insurance Fund, Inc.
OFFITBANK VIF - High Yield Fund
OFFITBANK VIF - Emerging Markets Fund
OFFITBANK VIF - Total Return Fund
OFFITBANK VIF - U.S. Government Securities Fund
OFFITBANK VIF - Mortgage Securities Fund
OFFITBANK VIF - Latin America Equity Fund
OFFITBANK VIF - Global Convertible Fund
OFFITBANK VIF - U.S. Small Cap Fund
Supplement Dated September 1, 1999 to each
Prospectus dated: April 30, 1999,
as supplemented, May 13, 1999
In each Prospectus, the discussion under "Management of the Fund
- - 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 the 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 the Fund approved a new advisory agreement between the Fund
and OFFITBANK to take effect as of the consummation of the merger
to ensure the uninterrupted provision of services to the Fund.
The OFFITBANK Variable Insurance Fund, Inc.
OFFITBANK VIF - High Yield Fund
OFFITBANK VIF - Emerging Markets Fund
OFFITBANK VIF - Total Return Fund
OFFITBANK VIF - U.S. Government Securities Fund
OFFITBANK VIF - Mortgage Securities Fund
OFFITBANK VIF - Latin America Equity Fund
OFFITBANK VIF - Global Convertible Fund
OFFITBANK VIF - U.S. Small Cap Fund
OFFITBANK VIF - DJG Value Equity Fund
Supplement Dated September 1, 1999 to each
Statement of Additional Information dated: April 30, 1999, as
supplemented, May 13, 1999
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, OFFITBANK VIF -
Mortgage Securities Fund, OFFITBANK VIF - Latin America Equity
Fund, OFFITBANK VIF - Global Convertible Fund and OFFITBANK VIF -
U.S. Small Cap Fund, 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.
With respect to the U.S. Small Cap Fund only, the discussion
under "Sub-Adviser - U.S. Small Cap Fund" is supplemented by
adding the following paragraph after the second paragraph:
The Sub-Advisory Agreement may have automatically terminated, by
its own terms, as a result of the merger between OFFITBANK and
Wachovia. At a Shareholders Meeting on July 30, 1999,
shareholders of the U.S. Small Cap Fund approved a new Sub-
Advisory Agreement between OFFITBANK and Rockefeller & Co. to
take effect as of the consummation of the merger to ensure the
uninterrupted provision of services to the Fund.
With respect to all 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.
