1933 Act File No. 33-66528
1940 Act File No. 811-7912
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
Pre-Effective Amendment No. ..........
Post-Effective Amendment No. 6 ............ X
and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 7 ............................. X
-
OLD WESTBURY FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
c/o Edgewood Services, Inc.
Federated Investors Tower, Pittsburgh, Pennsylvania 15222-3779
(Address of Principal Executive Offices)
(412) 288-8160
(Registrant's Telephone Number)
Robert C. Elliott, Bessemer Trust Company, N.A.
630 Fifth Avenue
New York, New York 10111
(Name and Address of Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
X on January 31, 1997, pursuant to paragraph (b)
-
60 days after filing pursuant to paragraph (a) (i)
on pursuant to paragraph (a) (i)
75 days after filing pursuant to paragraph (a)(ii)
on pursuant to paragraph (a)(ii) 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.
Registrant has filed with the Securities and Exchange Commission a
declaration pursuant to Rule 24f-2 under the Investment Company Act of
1940, and:
X filed the Notice required by that Rule on December 16, 1996; or
intends to file the Notice required by that Rule on or about; or
during the most recent fiscal year did not sell any securities
pursuant to Rule 24f-2 under the Investment Company Act of 1940, and,
pursuant to Rule 24f-2(b)(2), need not file the Notice.
Copies to: Michael R. Rosella, Esquire
Battle Fowler LLP
75 East 55th Street
New York, New York 10022
OLD WESTBURY FUNDS, INC.
REGISTRATION STATEMENT ON FORM N-1A
CROSS-REFERENCE SHEET
PURSUANT TO RULE 404(C)
Part A
ITEM NO. PROSPECTUS HEADING
1. Cover Page..................................... Cover Page
2. Synopsis.................................Prospectus Summary;
Table of Fees
and Expenses
3 Condensed Financial Information.........Financial Highlights
4. General Description of Registrant.......Investment Objective
and Policies;
Investment Restrictions
5. Management of the Fund...............Management of the Fund;
The Administrator; Custodian,
Transfer Agent and Dividend Agent;
Distribution and Service Plan
5A. Management's Discussion of Fund Performance...Not Applicable
6. Capital Stock and Other Securities.......Purchase of Shares;
Redemption of Shares;
Exchange of Shares;
Retirement Plans; Dividends,
Distributions and Taxes;
Calculation of Investment
Performance; General
7. Purchase of Securities Being OfferedPurchase of Shares; Net Asset
Value;
Distribution and Service Plan
8. Redemption or Repurchase................Redemption of Shares
9. Legal Proceedings.............................Not Applicable
Part B Caption in Statement of
ITEM NO. Additional Information
10. Cover Page....................................... Cover Page
11. Table of Contents..........................Table of Contents
12. General Information and HistoryDescription of Each Portfolio's
Investment Securities; Advisor;
Administrator; Directors and Officers
13. Investment Objectives and PoliciesInvestment Objective and
Policies;
Investment Restrictions
14. Management of the Fund.....Advisor; Administrator; Directors
and Officers
15. Control Persons and Principal
Holders of Securities.................Directors and Officers
16. ......................Investment Advisory and Other Services
Advisor; Administrator; Distribution
and Service Plan; Custodian,
Transfer Agent and Dividend Agent;
Counsel and Independent Auditors
17. ........................................Brokerage Allocation
Brokerage and Portfolio Turnover
18. Capital Stock and Other SecuritiesDescription of Common Stock;
Description of Corporate Debt
Ratings
19. Purchase, Redemption and Pricing of
Securities Being Offered..Purchase and Redemption of Shares;
Net Asset Value
20. ..................................................Tax Status
Tax Status
21. ................................................Underwriters
Distribution and Service Plan
22. .............................Calculation of Fund Performance
Performance
23. Financial Statements The Financial Statements for the Old
Westbury International Fund for the fiscal period ended October 31,
1996, are incorporated by reference from the Portfolio's Annual Report
dated October 31, 1996. Financial Statements for the Old Westbury
Growth Opportunity Fund to be filed by amendment.
OLD WESTBURY FUNDS, INC.
PART C - OTHER INFORMATION
ITEM 24. FINANCIAL STATEMENTS AND EXHIBITS.
(A) Financial Statements.
The Financial Statement for the Old Westbury International Fund for the
fiscal period ended October 31, 1996, are incorporated by reference from
the Portfolio's Annual Report dated October 31, 1996. Financial
Statements for the Old Westbury Growth Opportunity Fund will be filed by
amendment.
(B) Exhibits.
***(1) Form of Articles of Incorporation of the Registrant.
***(2) By-laws of the Registrant.
(3) Not applicable.
(4) Not applicable.
***(5) Advisory Contract between the Registrant, on behalf of
the International Fund, and Bessemer Trust Company, N.A.
****(5.1) Form of Advisory Contract between the Registrant, on
behalf of the Growth Opportunity Fund, and Bessemer Trust
Company, N.A.
****(6) See Form of Distribution Agreement filed as Exhibit 15.2
herein.
(7) Not applicable.
*(8) Custody Agreement between the Registrant and Bessemer
Trust Company (New Jersey)
****(9) Form of Administrative Services Agreement between the
Registrant and Federated Administrative Services for the
Fund, on behalf of the Portfolios of the Registrant.
*(10) Opinion of Messrs. Battle Fowler, as to the legality
of the securities being registered, including their consent
to the filing thereof and to the use of their name under
the heading "Dividends, Distributions and Taxes" in the
Prospectus.
+(11) Consent of Independent Auditors.
(12) Not applicable.
*(13) Written assurance of SFG Investors II Limited
Partnership, that its purchase of shares of the Registrant
was for investment purposes without any present intention of
redeeming or reselling.
(14) Not applicable.
****(15.1) Amended and Restated Distribution and Service Plan
adopted by the Registrant, on behalf of the International
Fund, Pursuant to Rule 12b-1 under the Investment Company
Act of 1940.
****(15.1.1)Distribution and Service Plan adopted by the
Registrant, on behalf of the Growth Opportunity Fund,
Pursuant to Rule 12b- 1 under the Investment Company Act of
1940.
****(15.2) Form of Distribution Agreement between the
Registrant, on behalf of the Portfolios, and Edgewood
Services, Inc.
*(15.3) Shareholder Servicing Agreement between the Registrant,
on behalf of the International Fund, and Bessemer Trust
Company, N.A.
****(15.3.1)Form of Shareholder Servicing Agreement between the
Registrant, on behalf of the Growth Fund, and Bessemer
Trust Company, N.A.
****(15.4) Form of Amended and Restated Shareholder Servicing
Agreement between the Registrant, on behalf of the
International Fund, and Edgewood Services, Inc.
****(15.4.1)Form of Shareholder Servicing Agreement between the
Registrant, on behalf of the Growth Fund, and Edgewood
Services, Inc.
**(16) Schedules of Computation of Performance Quotations.
****(18) Power of Attorney.
****(27) Financial Data Schedule [for EDGAR filing only].
* Incorporated herein by reference from Pre-Effective Amendment No. 1
to this Registration Statement as filed with the SEC on October 5,
1993.
** Incorporated herein by reference from Post-Effective Amendment No.
1 to this Registration Statement as filed with the SEC on March 1,
1994.
*** Incorporated herein by reference from Post-Effective Amendment No.
3 to this Registration Statement as filed with the SEC on February
28, 1996.
**** Incorporated herein by reference from the Post-Effective Amendment
No. 5 to this Registration Statement as filed with the SEC on November
26, 1996.
+ Incorporated herein.
ITEM 25. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 26. NUMBER OF HOLDERS OF SECURITIES.
Number of Record Holders
TITLE OF CLASS AS OF AUGUST 15, 1996
Common Stock
(par value $0.001)
ITEM 27. INDEMNIFICATION.
In accordance with Section 2-418 of the General Corporation
Law of the State of Maryland, Article EIGHTH of the
Registrant's Articles of Incorporation provides as follows:
"NINTH: (a) The Corporation shall indemnify (i) its
currently acting and former directors and officers, whether
serving the Corporation or at its request any other entity, to
the fullest extent required or permitted by the General Laws
of the State of Maryland now or hereafter in force, including
the advance of expenses under the procedures and to the
fullest extent permitted by law, and (ii) other employees and
agents to such extent as shall be authorized by the Board of
Directors or the ByLaws and as permitted by law. Nothing
contained herein shall be construed to protect any director or
officer of the Corporation against any liability to the
Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. The foregoing rights
of indemnification shall not be exclusive of any other rights
to which those seeking indemnification may be entitled. The
Board of Directors may take such action as is necessary to
carry out these indemnification provisions and is expressly
empowered to adopt, approve and amend from time to time such
by-laws, resolutions or contracts implementing such provisions
or such indemnification arrangements as may be permitted by
law. No amendment of the charter of the Corporation or repeal
of any of its provisions shall limit or eliminate the right of
indemnification provided hereunder with respect to acts or
omissions occurring prior to such amendment or repeal.
(b) To the fullest extent permitted by Maryland statutory or
decisional law, as amended or interpreted, and the Investment
Company Act of 1940, no director or officer of the Corporation
shall be personally liable to the Corporation or its
stockholders for money damages; provided, however, that
nothing herein shall be construed to protect any director or
officer of the Corporation against any liability to the
Corporation or its security holders to which he would
otherwise be subject by reason of willful misfeasance, bad
faith, gross negligence, or reckless disregard of the duties
involved in the conduct of his office. No amendment of the
charter of the Corporation or repeal of any of its provisions
shall limit or eliminate the limitation of liability provided
to directors and officers hereunder with respect to any act or
omission occurring prior to such amendment or repeal."
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "Securities Act") may be permitted
to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than a payment
by the Registrant of expenses incurred or paid by a director,
officer or the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by
it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
Insofar as the Investment Company Act of 1940 may be
concerned, in the event that a claim for indemnification is
asserted by a director, officer or controlling person of the
Registrant in connection with the securities being registered,
the Registrant will not make such indemnification unless (i)
the Registrant has submitted, before a court or other body,
the question of whether the person to be indemnified was
liable by reason of willful misfeasance, bad faith, gross
negligence, or reckless disregard of duties, and has obtained
a final decision on the merits that such person was not liable
by reason of such conduct or (ii) in the absence of such
decision, the Registrant shall have obtained a reasonable
determination, based upon a review of the facts, that such
person was not liable by virtue of such conduct, by (a) the
vote of a majority of directors who are neither interested
persons as such term is defined in the Investment Company Act
of 1940, nor parties to the proceeding or (b) an independent
legal counsel in a written opinion.
The Registrant will not advance attorneys' fees or other
expenses incurred by the person to be indemnified unless the
Registrant shall have (i) received an undertaking by or on
behalf of such person to repay the advance unless it is
ultimately determined that such person is entitled to
indemnification and one of the following conditions shall have
occurred: (x) such person shall provide security for his
undertaking, (y) the Registrant shall be insured against
losses arising by reason of any lawful advances or (z) a
majority of the disinterested, non-party directors of the
Registrant, or an independent legal counsel in a written
opinion, shall have determined that based on a review of
readily available facts there is reason to believe that such
person ultimately will be found entitled to indemnification.
ITEM 28. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.
The description of Bessemer Trust Company, N.A. under the
caption "Management of the Fund" in the Prospectus and in the
Statement of Additional Information constituting parts A and
B, respectively, of the Registration Statement are
incorporated herein by reference.
To the knowledge of Registrant, none of the directors or
officers of the Investment Advisor, except those set forth
below, is or has been, at any time during the past two fiscal
years employed by any entity other than the Investment
Advisor.
POSITION WITH
NAME INVESTMENT ADVISOR OTHER BUSINESS CONNECTIONS
Stuart S. Janney, III Chairman of Managing Director & Head of
the Board Asset Management, Alex,
Brown & Sons, Inc.
William Acquavella Director President & Owner of Acquavella
Galleries, Inc./Acquavella
Contemporary Art, Inc. Partner
w/Sotheby's in Acquavella Modern
Art
Stanley C. Bodell, Jr. Senior Vice Pres. Senior Vice President,
Fleet Investment Services, Rhode
Island
Brooks Carey Senior Vice Pres. Vice President, T. Rowe
Price
John D. Chadwick Executive Vice Pres. Senior Vice President
and President
Senior Portfolio Manager, Kidder
Peabody & Co.
W. David Dary Senior Vice Pres. Vice President and Senior
Portfolio Manager, Citicorp
Trust, N.A.
Jesse H. Davis Vice President Director Systems and
Programming-Brokerage Group, ADP
Thomas J. Frank, Jr. Vice President Vice President, U.S. Trust
F. Malcolm Graff, Jr. Senior Vice Pres. Client Account
Manager, Bankers Trust Company
Glenn E. Gray Vice President Area Manager - Corporate
Finance, Finova Capital
Corporation
Robert J. Hughes Vice President Vice President and
Assistant Department Head,
Fiduciary Special Services, Inc.
Timothy J. Morris Senior Exec. Vice Pres. CEO and Chief
President Investment Officer,
The Portfolio Group
Jane Reilly Vice President Vice President, U.S. Trust
Frederick H. Sandstrom Senior Vice Pres. Executive Vice
President and Managing Director,
Fleet Financial Group
Item 29. Principal Underwriters:
(a)Edgewood Services, Inc. the Distributor for shares of the
Registrant, also acts as principal underwriter for the
following open-end investment companies: Excelsior
Institutional Trust (formerly, UST Master Funds, Inc.),
Excelsior Tax-Exempt Funds, Inc. (formerly, UST Master
Tax-Exempt Funds, Inc.), Excelsior Institutional Trust,
FTI Funds, Marketvest Funds, and Marketvest Funds, Inc.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
Business Address With Distributor With Registrant
Douglas L. Hein Trustee, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Newton Heston, III Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Ernest L. Linane Assistant Vice President, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
S. Elliott Cohan Secretary, Assistant Secretary
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Thomas J. Ward Assistant Secretary, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
Kenneth W. Pegher, Jr. Treasurer, --
Federated Investors Tower Edgewood Services, Inc.
Pittsburgh, PA 15222-3779
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS.
Accounts, books and other documents required to be maintained
by Section 31(a) of the Investment Company Act of 1940 and the
rules promulgated thereunder are maintained in the physical
possession of the Registrant at, Bessemer Trust Company, N.A.,
630 Fifth Avenue, New York, New York 10111, the Registrant's
advisor Federated Administrative Services Federated Tower,
Pittsburgh, Pennsylvania 15222-3779, the Registrant's
administrator; and Fundamental Shareholder Services, Inc., 90
Washington Street, New York, NY 10006, the Registrant's
transfer and dividend disbursing agent.
ITEM 31. MANAGEMENT SERVICES.
Not applicable.
ITEM 32. UNDERTAKINGS.
(a) Not applicable.
(b) Not applicable.
(c) The Registrant undertakes to furnish each person to whom
a prospectus is delivered with a copy of the Registrant's
annual report, upon request, without charge.
(d) The Registrant undertakes to call a meeting of the
stockholders for purposes of voting upon the question of
removal of a director or directors, if requested to do so
by the holders of at least 10% of the Portfolio's
outstanding shares, and the Registrant shall assist in
communications with other stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, OLD WESTBURY FUNDS,
INC., has duly caused this Amendment to the Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized, in the
City of Pittsburgh and Commonwealth of Pennsylvania, on the 31st day of
January, 1997.
OLD WESTBURY FUNDS, INC.
By: /s/ C. Grant Anderson
C. Grant Anderson, Secretary
Attorney in Fact for Robert M. Kaufmann
January 31, 1997
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to its Registration Statement has been signed below by the
following persons in the capacities and on the dates indicated.
NAME TITLE DATE
Robert M. Kaufman* Chairman and Director January 31, 1997
Edward C. Gonzales* President and Treasurer
(Chief Executive Officer and
Principal Financial and
Accounting Officer)
Howard D. Graves* Director
John Kevin Kenny* Director
*By Power of Attorney
Exhibit 11 under Form N-1A
Exhibit 23 under Item 601/Reg. S-K
CONSENT OF INDEPENDENT AUDITORS
We consent to the use in Post-Effective Amendment No. 6 to Registration
Statement No. 33-66528 of Old Westbury Funds, Inc. of our report dated
December 12, 1996, incorporated by reference in the Statement of Additional
Information, which is a part of such Registration Statement, and to the
reference to us under the heading `Counsel and Independent Auditors'' in
the Statement of Additional Information.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
January 30, 1997
