As filed with the Securities and Exchange Commission on September 26, 2007
Securities Act Registration Statement No. 033-66528
Investment Company Act File No. 811-07912
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
| Pre-Effective Amendment | ¨ | |
| Post-Effective Amendment No. 30 | x |
and/or
REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940
| Amendment No. 31 | x | |
| (Check appropriate box or boxes) |
OLD WESTBURY FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
760 Moore Road
King of Prussia, PA 19406
(Address of Principal Executive Offices, including Zip Code)
Steven L. Williamson, Esq.
Bessemer Trust Company, N.A.
630 Fifth Avenue
New York, New York 10111
(Name and Address of Agent for Service)
COPY TO:
Robert M. Kurucza, Esq.
Morrison & Foerster LLP
2000 Pennsylvania Avenue, NW Suite 5500
Washington, D.C. 20006
It is proposed that this filing will become effective (check appropriate box):
| x | Immediately upon filing pursuant to paragraph (b) of Rule 485; or |
| ¨ | On (date) pursuant to paragraph (b) of Rule 485; or |
| ¨ | 60 days after filing pursuant to paragraph (a)(1) of Rule 485; or |
| ¨ | On (date) pursuant to paragraph (a)(1) of Rule 485; or |
| ¨ | 75 days after filing pursuant to paragraph (a)(2) of Rule 485; or |
| ¨ | On (date) pursuant to paragraph (a)(2) of Rule 485. |
If appropriate, check the following box:
| ¨ | This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
OLD WESTBURY FUNDS, INC.
EXPLANATORY NOTE
This Post-Effective Amendment to the Registration Statement on Form N-1A is being filed for the sole purpose of filing a corrected exhibit to Part C. This Post-Effective Amendment incorporates by reference the information contained in Parts A and B of Post-Effective Amendment No. 28 to the Registrant’s Registration Statement filed on March 1, 2007.
PART C
OTHER INFORMATION
OLD WESTBURY FUNDS, INC.
| ITEM 23. | EXHIBITS |
| (a)(i) | Articles of Incorporation of the Registrant are incorporated by reference to Pre-Effective Amendment No. 1 to Registrant’s Registration Statement filed on October 5, 1993 (File No. 33-66528). | |
| (a)(ii) | Articles Supplementary of the Registrant, Amendment No. 1 are incorporated by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement filed on February 29, 2000 (File No. 33-66528). | |
| (a)(iii) | Articles Supplementary of the Registrant, Amendment No. 2 are incorporated by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement filed on February 29, 2000 (File No. 33-66528). | |
| (a)(iv) | Articles Supplementary of the Registrant, Amendment No. 3 are incorporated by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement filed on February 29, 2000 (File No. 33-66528). | |
| (a)(v) | Articles Supplementary of the Registrant, Amendment No. 4 are incorporated by reference to Post-Effective Amendment No. 20 to Registrant’s Registration Statement filed on February 20, 2004 (File No. 33-66528). | |
| (a)(vi) | Articles Supplementary of the Registrant, Amendment No. 5 are incorporated by reference to Post-Effective Amendment No. 21 to Registrant’s Registration Statement filed on May 28, 2004 (File No. 33-66528). | |
| (a)(vii) | Articles Supplementary of the Registrant, Amendment No. 6 are incorporated by reference to Post-Effective Amendment No. 25 to Registrant’s Registration Statement filed on March 16, 2005 (File No. 33-66528). | |
| (b) | Copy of By-Laws of the Registrant is incorporated by reference to Post-Effective Amendment No. 3 to Registrant’s Registration Statement filed on February 28, 1996 (File No. 33-66528). | |
| (c) | Not Applicable. | |
| (d)(i) | Investment Advisory Agreement between the Registrant, on behalf of the Real Return Fund and Global Small Cap Fund, and Bessemer Investment Management LLC (“BIM”) dated March 16, 2005 is incorporated by reference to Post-Effective Amendment No. 25 to Registrant’s Registration Statement filed on March 16, 2005 (File No. 33-66528). | |
| (d)(ii) | Amendment No. 1 to the Investment Advisory Agreement dated September 1, 2005 between the Registrant, on behalf of the Real Return Fund and Global | |
| Small Cap Fund, and BIM to add the Large Cap Equity Fund, Mid Cap Equity Fund, Fixed Income Fund, Municipal Bond Fund and International Fund, is incorporated by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement filed on February 28, 2006 (File No. 33-66528). | ||
| (d)(iii) | Sub-Advisory Agreement dated April 6, 2005 among the Registrant, BIM and Dimensional Fund Advisors, Inc. (“DFA”) with respect to the Global Small Cap Fund is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). | |
| (d)(iv) | Sub-Advisory Agreement dated May 14, 2002 among the Registrant, BIM and Bessemer Group U.K. with respect to the International Fund is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). | |
| (d)(v) | Sub-Advisory Agreement dated January 1, 2006 among the Registrant, BIM and Champlain Investment Partners, LLC (“Champlain”) with respect to the Global Small Cap Fund is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). | |
| (d)(vi) | Fee Waiver Commitment Letter of BIM and Bessemer Trust Company, N.A. is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). | |
| (e)(i) | Underwriting Agreement between Registrant and PFPC Distributors, Inc. dated April 3, 2006 is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (e)(ii) | Form of Selling Agreement is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (f) | Not Applicable. | |
| (g)(i) | Custody Agreement between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement filed on October 5, 1993 (File No. 33-66528). | |
| (g)(ii) | Amendment to Custodian Agreement dated May 2, 2001 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (g)(iii) | Second Amendment to Custodian Agreement dated September 1, 2004 between Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement filed on January 31, 2005 (File No. 33-66528). | |
| (g)(iv) | Third Amendment to Custodian Agreement dated September 1, 2005 between Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement filed on February 28, 2006 (File No. 33-66528). | |
| (g)(v) | Fourth Amendment to Custodian Agreement dated December 6, 2006 between the Registrant and Bessemer Trust Company, N.A. is filed herewith. | |
| (g)(vi) | Global Custodial Services Agreement dated March 16, 2005 between Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). | |
| (g)(vii) | First Amendment to Custodian Agreement dated December 1, 2006 between the Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). | |
| (h)(i) | Administration and Accounting Services Agreement dated April 3, 2006 between the Registrant and PFPC Inc. is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (h)(ii) | Transfer Agency Services Agreement dated April 3, 2006 between the Registrant and PFPC Inc. is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (i) | Not Applicable. | |
| (j) | Not Applicable. | |
| (k) | Not Applicable. | |
| (l) | Not Applicable. | |
| (m) | Shareholder Servicing Plan on behalf of the Funds (including Form of Shareholder Servicing Agreement between the Registrant and Bessemer Trust Company, N.A. and Form of Shareholder Sub-Servicing Agreement) is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). | |
| (n) | Not Applicable. | |
| (o) | Reserved. | |
| (p)(i) | Code of Ethics of the Registrant as amended December 2004 is incorporated by reference to Post-Effective Amendment No. 25 to Registrant’s Registration Statement filed on March 16, 2005 (File No. 33-66528). | |
| (p)(ii) | Code of Ethics of BIM and its affiliates is incorporated by reference to Post-Effective Amendment No. 25 to Registrant’s Registration Statement filed on March 16, 2005 (File No. 33-66528). | |
| (p)(iii) | Code of Ethics of PFPC Distributors, Inc. is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (q)(i) | Power of Attorney of Patricia L. Francy is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (q)(ii) | Power of Attorney of Marc D. Stern is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (q)(iii) | Power of Attorney of Eugene P. Beard is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (q)(iv) | Power of Attorney of Robert M. Kaufman is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (q)(v) | Power of Attorney of John R. Whitmore is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (q)(vi) | Power of Attorney of Andrew J. McNally is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). | |
| (q)(vii) | Power of Attorney of Stephen M. Watson is incorporated by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement filed on August 24, 2007 (File No. 33-66528). | |
| ITEM 24. | PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT |
None.
| ITEM 25. | INDEMNIFICATION |
Response is incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to Registrant’s Registration Statement filed on February 26, 1997.
| ITEM 26. | BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER |
BIM (the “Adviser”) manages the Fund’s assets, including buying and selling portfolio securities. The Adviser’s address is 630 Fifth Avenue, New York, New York 10111.
The Adviser is a subsidiary of Bessemer Trust Company, which is a subsidiary of The Bessemer Group, Incorporated.
Information regarding the directors and officers of the Adviser is included in the Adviser’s Form ADV (SEC Number 801-60185) on file with the Securities and Exchange Commission (“SEC”) and is incorporated by reference.
DFA is a sub-adviser to the Global Small Cap Fund. Information regarding the directors and officers of DFA is included in DFA’s Form ADV on file with the SEC and is incorporated by reference.
Champlain is a sub-adviser to the Global Small Cap Fund. Information regarding the directors and officers of Champlain is included in Champlain’s Form ADV on file with the SEC and is incorporated by reference.
| ITEM 27. | PRINCIPAL UNDERWRITER |
| (a) | PFPC Distributors, Inc. (“the Distributor”) is registered with the SEC as a broker-dealer and is a member of the National Association of Securities Dealers. As of July 11, 2007, the Distributor acted as principal underwriter for the following investment companies: |
AFBA 5 Star Funds, Inc.
Aston Funds
Atlantic Whitehall Funds Trust
BHR Institutional Funds
CRM Mutual Fund Trust
E.I.I. International Property Fund
E.I.I. Realty Securities
FundVantage Trust
GuideStone Funds
Highland Floating Rate Fund
Highland Floating Rate Advantage Fund
Highland Funds I
Kalmar Pooled Investment Trust
Matthews Asian Funds
Metropolitan West Funds
New Alternatives Fund
PAX World Funds Series Trust I
The RBB Fund, Inc.
Stratton Multi-Cap Fund
Stratton Monthly Dividend REIT Shares, Inc.
The Stratton Funds, Inc.
Sterling Capital Small Cap Value Fund
The Torray Fund
Van Wagoner Funds
Wilshire Mutual Funds, Inc.
Wilshire Variable Insurance Trust
Distributed by BB&T AM Distributors, Inc., a wholly-owned subsidiary of PFPC Distributors, Inc.:
BB&T Funds
Distributed by BlackRock Distributors, Inc., a wholly-owned subsidiary of PFPC Distributors, Inc.:
BlackRock Funds
BlackRock Bond Allocation Target Shares
BlackRock Liquidity Funds
International Dollar Reserve Fund I, Ltd.
Multi Strategy Hedge Advantage Fund
Multi Strategy Hedge Opportunities Fund, LLC
BlackRock Senior Floating Rate Fund, Inc.
BlackRock Senior Floating Rate Fund II, Inc.
Distributed by MGI Funds Distributors, Inc., a wholly-owned subsidiary of PFPC Distributors, Inc.:
MGI Funds
Distributed by Northern Funds Distributors, LLC, a wholly-owned subsidiary of PFPC Distributors, Inc.:
Northern Funds
Northern Institutional Funds
| (b) | The Distributor is a Massachusetts corporation located at 760 Moore Road, King of Prussia, PA 19406. The Distributor is a wholly-owned subsidiary of PFPC, Inc. and an indirect wholly-owned subsidiary of The PNC Financial Services Group, Inc., a publicly traded company. |
The following is a list of the directors and executive officers of the Distributor:
|
Name |
Position(s) with Distributor |
|
| Brian Burns | Chairman; Director; President; Chief Executive Officer | |
| Michael Denofrio | Director | |
| Nicholas Marsini | Director | |
| Rita G. Adler | Chief Compliance Officer | |
| John Munera | Anti-Money Laundering Officer | |
| Jodi Jamison | Chief Legal Officer | |
| Bradley A. Stearns | Secretary; Clerk | |
| Julie Bartos | Assistant Secretary; Assistant Clerk | |
| Charlene Wilson | Treasurer; Chief Financial Officer; Financial & Operations Principal | |
| Maria Schaffer | Assistant Treasurer; Controller | |
| Bruno Di Stefano | Vice President | |
| Susan K. Moscaritolo | Vice President | |
| (c) | Not Applicable. |
| ITEM 28. | LOCATION OF ACCOUNTS AND RECORDS |
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at the following locations:
| (1) | PFPC Inc., Bellevue Corporate Center, 301 Bellevue Parkway, Wilmington, Delaware 19809 (records relating to its functions as administrative agent). |
| (2) | PFPC Inc., 760 Moore Road, Valley Forge, Pennsylvania 19406 (records relating to its functions as accounting, administrative, transfer agent and dividend disbursing agent). |
| (3) | PFPC Distributors, Inc., 760 Moore Road, Valley Forge, Pennsylvania 19406. (records relating to its functions as distributor). |
| (4) | Bessemer Trust Company, 100 Woodbridge Center, Woodbridge, NJ 07095 (records relating to its functions as custodian). |
| (5) | Bessemer Investment Management LLC, 630 Fifth Avenue, New York, New York 10111 (records relating to its functions as investment adviser). |
| (6) | Bessemer Group (UK) Limited, One Stanhope Gate, London, United Kingdom (records relating to its function as sub-adviser to the International Fund). |
|
(7) |
Dimensional Fund Advisors Inc., 1299 Ocean Avenue, 11 th Floor, Santa Monica, CA 90401 (records relating to its function as sub-adviser to the Global Small Cap Fund). |
| (8) | Champlain Investment Partners, LLC, 346 Shelburne Road, Burlington, Vermont 05401 (records relating to its function as sub-adviser to the Global Small Cap Fund). |
|
(9) |
Citibank, N.A., 388 Greenwich Street, 14 th Floor, New York, NY 10013 (records relating to its function as custodian). |
| ITEM 29. | MANAGEMENT SERVICES |
Not Applicable.
| ITEM 30. | UNDERTAKINGS |
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement on Form N-1A, pursuant to Rule 485(b) under the 1933 Act, and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, State of New York, on the 26 th day of September, 2007.
| OLD WESTBURY FUNDS, INC. | ||
| By: | ||
| Marc D. Stern, President* | ||
Pursuant to the requirements of the 1933 Act, this Amendment to its Registration Statement on Form N-1A has been signed below by the following persons in the capacities indicated on the 26 th day of September, 2007.
|
Name |
Title |
Date |
||
|
Marc D. Stern |
President* | September 26, 2007 | ||
|
Patricia Francy |
Director* | September 26, 2007 | ||
|
Robert M. Kaufman |
Director* | September 26, 2007 | ||
|
Eugene P. Beard |
Director* | September 26, 2007 | ||
|
John R. Whitmore |
Director* | September 26, 2007 | ||
|
Stephen M. Watson |
Director* | September 26, 2007 | ||
|
Andrew McNally |
Treasurer, Principal Financial Officer* | September 26, 2007 | ||
| *By: | /s/ Steven Williamson | |
| Steven Williamson | ||
| As Attorney-in-Fact | ||
| September 26, 2007 |
EXHIBIT INDEX
| Exhibit No. |
Description |
|
| 99.23(g)(v) | Fourth Amendment to Custodian Agreement between the Registrant and Bessemer Trust Company, N.A. |
Exhibit 99.23(g)(v)
FOURTH AMENDMENT TO CUSTODIAN AGREEMENT
THIS FOURTH AMENDMENT TO CUSTODIAN AGREEMENT dated as of December 6, 2006 by and between OLD WESTBURY FUNDS, INC., a Maryland corporation (the “Fund”), and BESSEMER TRUST COMPANY, a New Jersey state chartered bank (“Bessemer”).
WITNESSETH:
WHEREAS , the Fund and Bessemer are parties to that certain Custodian Agreement dated as of October 12, 1993, as amended as of May 2, 2001, September 1, 2004 and September 1, 2005 (as so amended, in the “Custodian Agreement”), pursuant to which Bessemer serves as Custodian for the Fund; and
WHEREAS , the Fund and Bessemer desire to amend the Custodian Agreement to provide for the provision of certain custodial services to the Real Return Fund, a series of the Fund, but only with respect to coins or bullion or other forms of precious metals held by the Real Return Fund and to provide for compensation payable to Bessemer for providing such custodial services;
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
1. Paragraph 1 of the Custodian Agreement is hereby amended by replacing its first sentence with the following:
“The Fund hereby appoints Bessemer to act as custodian of the portfolio securities, cash and other property for each series of the Fund set forth on Appendix A attached hereto, as such Appendix may be amended from time to time, for the period and on the terms set forth in this Agreement, except that for the Real Return Fund, Bessemer will act as custodian only for the coins or bullion or other forms of precious metals held by the Real Return Fund.”
2. Paragraph 21 of the Custodian Agreement is hereby amended and restated in its entirety to read as follows:
“During the term of this Agreement, the Fund will pay to Bessemer 0.15% of the average daily net assets of the Old Westbury International Fund; 0.10% of the average daily net assets of the Old Westbury Large Cap Equity Fund, the Old Westbury Mid Cap Equity Fund, the Old Westbury Fixed Income Fund, and the Old Westbury Municipal Bond Fund; and 0.10% of the average daily net assets of the Old Westbury Real Return Fund, plus any transaction costs related to the Old Westbury Real Return Fund’s investments in coins or bullion or other forms of precious metals.”
3. The Custodian Agreement, as expressly amended hereby, shall continue in full force and effect.
4. This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to the Custodian Agreement to be executed by their respective officers as of the day and year first written above.
| OLD WESTBURY FUNDS, INC. | ||
| By: | /s/ Peter C. Artemiou | |
| Peter C. Artemiou | ||
| Vice President | ||
| BESSEMER TRUST COMPANY | ||
| By: | /s/ John G. MacDonald | |
| John G. MacDonald | ||
| Managing Director and Chief Financial Officer | ||
APPENDIX A
Old Westbury Fixed Income Fund
Old Westbury International Fund
Old Westbury Large Cap Equity Fund
Old Westbury Mid Cap Equity Fund
Old Westbury Municipal Bond Fund
Old Westbury Real Return Fund