1933 Act File No. 33-66528
1940 Act File No. 811-7912
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
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Pre-Effective Amendment No. ..........................
Post-Effective Amendment No. 12 ............................ X
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and/or
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
Amendment No. 13_............................................. X
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OLD WESTBURY FUNDS, INC.
(Exact Name of Registrant as Specified in Charter)
5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010
(Address of Principal Executive Offices)
(412) 288-8160
(Registrant's Telephone Number)
Copies To:
Robert C. Elliott Michael R. Rosella, Esquire
Bessemer Trust Company, N.A. Battle Fowler LLP
630 Fifth Avenue 75 East 55th Street
New York, New York 10111 New York, New York 10022
(Name and Address of Agent for Service)
(Notices should be sent to the Agent for Service)
It is proposed that this filing will become effective:
immediately upon filing pursuant to paragraph (b)
X _ on FEBRUARY 25, 1999, 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:
X This post-effective amendment designates a new effective date for a
previously filed post-effective amendment.
ITEM 23. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Form of Articles of Incorporation of the Registrant.
(b) Copy of By-laws of the Registrant; 3
(c) Not applicable.
(d)(i) Conformed copy of Advisory Contract between the Registrant,
on behalf of the International Fund, and Bessemer Trust
Company, N.A.; 3
(ii)Conformed copy of Advisory Contract between the Registrant,
on behalf of the Growth Opportunity Fund, and Bessemer
Trust Company, N.A.; 7
(iii)Conformed copy of Advisory Contract between the Registrant,
on behalf of the Core Equities Fund, and Bessemer Trust
Company, N.A.;8
(iv)Conformed copy of Advisory Contract between the Registrant, on
behalf of the Fixed Income Fund, and Bessemer Trust
Company, N.A.;8
(v) Conformed copy of Advisory Contract between the Registrant, on
behalf of the Municipal Bond Fund, and Bessemer Trust
Company, N.A.;8
(e)(i) See Conformed copy of Distribution Agreement filed as Exhibit
m(iii) herein; 5 (f) Not applicable.
(g) Conformed copy of Custody Agreement between the Registrant and
Bessemer Trust Company (New Jersey); 1 (h) Conformed copy of
Administrative Services Agreement between the Registrant and
Federated Administrative Services for the Fund, on behalf of the
International Fund and Growth Opportunity Fund; 5
(i) Conformed copy of 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; 1
(j) Not applicable.
(k) Not applicable.
(l) Conformed copy of 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; 1
+ All exhibits have been filed electronically.
1. Incorporated herein by reference from Pre-Effective Amendment No. 1 to this
Registration Statement as filed with the SEC on October 5, 1993.
3 Incorporated herein by reference from Post-Effective Amendment No. 3 to
this Registration Statement as filed with the SEC on February 28, 1996.
5. Incorporated by reference from the Post-Effective Amendment No. 7 to this
Registration Statement as filed with the SEC on February 26, 1997.
7. Incorporated by reference from the Post-Effective Amendment No. 9 to this
Registration Statement as filed with the SEC on December 8, 1997.
8. Incorporated by reference from the Post-Effective Amendment No. 10 to this
Registration Statement as filed with the SEC on February 25, 1998.
<PAGE>
(m)(i) Copy of 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;
4
(ii) Copy of 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; 4
(iii) Copy of Distribution and Service Plan adopted by the
Registrant, on behalf of the Core Equities Fund, pursuant to Rule
12b-1 under the Investment Company Act of 1940; 7
(iv) Copy of Distribution and Service Plan adopted by the
Registrant, on behalf of the Fixed Income Fund, pursuant to
Rule 12b-1 under the Investment Company Act of 1940; 7
(v) Copy of Distribution and Service Plan adopted by the Registrant,
on behalf of the Municipal Bond Fund, pursuant to Rule 12b-1
under the Investment Company Act of 1940; 7
(vi) Conformed copy of Distribution Agreement between the
Registrant and Edgewood Services, Inc., on behalf of the
International Fund (Ex. A), and Growth Opportunity Fund
(Ex. B); 5
(vii) Conformed copy of Exhibit C to Distribution Agreement on behalf
of Fixed Income Fund; 8 (viii) Conformed copy of Exhibit D to
Distribution Agreement on behalf of Core Equities Fund; 8
(ix) Conformed copy of Exhibit E to Distribution Agreement on
behalf of Municipal Bond Fund; 8
(x) Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of the International Fund, and Bessemer
Trust Company, N.A.; 1
+ All exhibits have been filed electronically.
1. Incorporated herein by reference from Pre-Effective Amendment No. 1 to this
Registration Statement as filed with the SEC on October 5, 1993.
4. Incorporated herein by reference from the Post-Effective Amendment No. to
this Registration Statement as filed with the SEC on November 26, 1996.
5. Incorporated by reference from the Post-Effective Amendment No. 7 to this
Registration Statement as filed with the SEC on February 26, 1997.
7. Incorporated by reference from the Post-Effective Amendment No. 9 to this
Registration Statement as filed with the SEC on December 8, 1997.
8. Incorporated by reference from the Post-Effective Amendment No. 10 to this
Registration Statement as filed with the SEC on February 25, 1998.
(xi) Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of the Growth Opportunity Fund, and
Bessemer Trust Company, N.A.; 7
(xii)Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of the Core Equities Fund, and Bessemer
Trust Company, N.A.; 8
(xiii)Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of the Fixed Income Fund, and Bessemer
Trust Company, N.A.; 8
(xiv) Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of the Municipal Bond Fund, and Bessemer
Trust Company, N.A.; 8
(xv) Conformed copy of Amended and Restated Shareholder Servicing
Agreement between the Registrant, on behalf of the International
Fund, and Edgewood Services, Inc.; 4
(xvi) Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of the Growth Opportunity Fund, and
Edgewood Services, Inc.; 8
(xvii) Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of the Core Equities Fund, and Edgewood
Services, Inc.; 8 (xviii) Conformed copy of Shareholder
Servicing Agreement between the Registrant, on behalf of the
Fixed Income Fund, and Edgewood Services, Inc.; 8
(xix) Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of the Municipal Bond Fund,
and Edgewood Services, Inc.; 8
(n) Copy of Financial Data Schedules; 8
(o) Not Applicable.
(p) Conformed copy of Power of Attorney; 9
ITEM 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH REGISTRANT.
None.
ITEM 25. INDEMNIFICATION. 5
+ All exhibits have been filed electronically.
4. Incorporated herein by reference from the Post-Effective Amendment No. 5 to
this Registration Statement as filed with the SEC on November 26, 1996.
5. Incorporated by reference from the Post-Effective Amendment No. 7 to this
Registration Statement as filed with the SEC on February 26, 1997.
7. Incorporated by reference from the Post-Effective Amendment No. 9 to this
Registration Statement as filed with the SEC on December 8, 1997.
8. Incorporated by reference from the Post-Effective Amendment No. 10 to this
Registration Statement as filed with the SEC on February 25, 1998.
9. Incorporated by reference from the Post-Effective Amendment No. 11 to this
Registration Statement as filed with the SEC on December 22, 1998.
ITEM 26. 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 Adviser, 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 Adviser.
<TABLE>
<CAPTION>
POSITION WITH
NAME INVESTMENT ADVISOR OTHER BUSINESS CONNECTIONS
<S> <C> <C>
William Acquavella Director Principal owner of Acquavella Galleries, Inc.
Stephen A. Baxley Senior Vice Pres. Assistant Director of Taxes, Rockefeller & Co., Inc.
Rolf Brunner Vice President Vice President, Coutts & Co.
Harry Joseph Fenzel Vice President President, Fenzel & Co.
William H. Forsyth, Jr. Exec. Vice Pres. Partner, Lane & Mittendorf
Orion L. Hoch Director Chairman Emeritus, Litton Industries
Preston H. Koster Senior Vice Pres. Client Advisor, V.P., J.P. Morgan
Anne M. McDermott Vice President Investment Analyst, Sovereign Asset Management
David Ellis McNeel Senior Vice Pres. Senior Vice Pres., 1st National Bank of Chicago
Donovan Moore Vice President Director Institutional Marketing, Trevor Stewart Burton & Jacobsen
Michael Popow Vice Pres., Investment Portfolio Manager, Griffin Capital
Harry P. Rekas Senior Vice Pres. Vice Pres., Portfolio Manager, AIG Global Investment
Jennifer C. Shore Vice Pres., Investment Analyst, Evergreen Asset Management
Malcolm P. Travelstead Senior Vice Pres. Relationship Manager, Chase Manhattan Bank
Jack H. Walston Senior Vice Pres. Private Banker/Team Leader/Head of Domestic Private
Banking, Union Bank of Switzerland
Bruce A. Whiteford Senior Vice Pres. Vice President, Chase Manhattan Bank
</TABLE>
ITEM 27.Principal Underwriters:
(a) Edgewood Services, Inc. the Distributor for shares of the
Registrant, acts as principal underwriter for the following
open-end investment companies, including the Registrant:
Deutsche Portfolios, Deutsche Funds, Inc., Excelsior Funds,
Excelsior Funds, Inc., (formerly, UST Master Funds, Inc.),
Excelsior Institutional Trust, Excelsior Tax-Exempt Funds,
Inc. (formerly, UST Master Tax-Exempt Funds, Inc.), FTI
Funds, FundManager Portfolios, Great Plains Funds, Old
Westbury Funds, Inc., Robertsons Stephens Investment Trust,
WesMark Funds, WCT Funds.
(b)
(1) (2) (3)
Name and Principal Positions and Offices Positions and Offices
BUSINESS ADDRESS WITH DISTRIBUTOR WITH REGISTRANT
Lawrence Caracciolo Director, President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Arthur L. Cherry Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
J. Christopher Donahue Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Thomas P. Sholes Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Ernest L. Linane Assistant Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Christine T. Johnson Assistance Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Denis McAuley Treasurer, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Leslie K. Ross Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
Amanda J. Reed Assistant Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-5829
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 one of the following locations:
Registrant Federated Investors Tower
1001 Liberty Avenue
Pittsburgh, PA 15222-3779
5800 Corporate Drive
Pittsburgh, PA 15237-7010
Fundamental Shareholder 11 West 25th Street, 7th Floor
Services, Inc. New York, NY 10010-2001
("Transfer Agent and Dividend
Disbursing Agent")
Federated Administrative Services Federated Investors Tower
("Administrator") Pittsburgh, PA 15222-3779
Bessemer Trust Company, N.A. 630 Fifth Avenue
("Adviser") New York, NY 10111
Bessemer Trust Company(New Jersey) 100 Woodbridge Center
("Custodian") Woodbridge, NJ 07095
ITEM 29. MANAGEMENT SERVICES.
Not applicable.
ITEM 30. UNDERTAKINGS.
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 Portfolios' outstanding shares, and the Registrant
shall assist in communications with other stockholders.
<PAGE>
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 19th day of February, 1999.
OLD WESTBURY FUNDS, INC.
By: /s/ C. Grant Anderson
C. Grant Anderson, Secretary
Attorney in Fact for Edward C. Gonzales
February 19, 1999
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
Edward C. Gonzales* President and Treasurer February 19, 1999
(Chief Executive Officer and
Principal Financial and
Accounting Officer)
Howard D. Graves* Director
Robert M. Kaufman* Director
Eugene P. Beard* Director
*By: /S/ C. GRANT ANDERSON
C. Grant Anderson
As Attorney-in-fact for Edward C. Gonzales
