OLD WESTBURY FUNDS INC, 485BPOS, 2000-02-28

OLD WESTBURY FUNDS INC
485BPOS, 2000-02-28

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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
------

Pre-Effective Amendment No.
-------- ------

Post-Effective Amendment No. 14 X
------ ------

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X
------

Amendment No. 15_ X
----- ------

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)

Robert C. Elliott Copies To: 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:

X immediately upon filing pursuant to paragraph (b) _ on , 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.

OLD WESTBURY FUNDS, INC.

Prospectus

February 29, 2000

Old Westbury Core Equities Fund

Old Westbury Growth Opportunity Fund

Old Westbury International Fund

Old Westbury Fixed Income Fund

Old Westbury Municipal Bond Fund

As with all mutual funds, the Securities and Exchange Commission (SEC) has
not approved or disapproved these securities or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

CONTENTS

<TABLE>

<S> <C>
Fund Goals, Strategies, Risks and Performance............................... 1
Summary of Fund Expenses.................................................... 10
Principal Securities in Which the Funds Invest.............................. 11
Specific Risks of Investing in the Funds.................................... 21
What Do Shares Cost?........................................................ 24
How Do I Purchase Shares?................................................... 25
How Do I Redeem Shares?..................................................... 26
How Do I Exchange Shares?................................................... 28
Account and Share Information............................................... 28
Who Manages the Funds?...................................................... 29
Distribution of Fund Shares................................................. 31
Financial Information....................................................... 32
</TABLE>

NOT FDIC INSURED
MAY LOSE VALUE
NO BANK GUARANTEE

FUND GOALS, STRATEGIES, RISKS AND PERFORMANCE

The Old Westbury Funds offers five portfolios, including three equity funds
and two income funds. The following describes the investment goals, strategies,
and principal risks of each Fund. There can be no assurance that a Fund will
achieve its goal.

The investment objective of each Fund described in this section may only be
changed upon the approval of the holders of a majority of the outstanding shares
of the Fund that would be affected by such a change. The investment strategies
are not fundamental and may be changed without shareholder approval.

Equity Funds

Old Westbury Core Equities Fund

Goal: The Fund's goal is to seek above-average long-term capital
appreciation.

Strategy: The Fund invests in a diversified portfolio of large-sized
companies that have potential for above-average earnings growth. The Fund seeks
to invest primarily in companies which are traded on a recognized national stock
exchange and which, in the Adviser's opinion, will be able to increase their net
income by 15%-20% or more annually over a five year period. The Fund will also
invest in "opportunistic" companies that the Adviser believes have strong
earnings prospects for a limited time period as a result of an economic or new
product cycle or company restructuring. The Fund will invest at least 65% of its
total assets in equity securities of companies with market capitalizations of at
least $4 billion.

The Adviser uses a "growth" style of investing, seeking stocks with high
earnings growth which, in the opinion of the Adviser, will lead to appreciation
in stock price. Consistent with the Fund's fundamental investment objective,
policies and restrictions, companies with similar characteristics may be grouped
together in broad categories called sectors. The Adviser may from time- to-time
allocate a substantial portion of the Fund's securities to a small number of
sectors (e.g. technology, consumer staples, consumer cyclical, health care
and/or finance), or to a single sector.

The Adviser may sell a portfolio security if it determines that the
issuer's prospects have deteriorated or if it finds an attractive security
which it deems to have superior risk and return characteristics to a security
held by the Fund.

Old Westbury Growth Opportunity Fund

Goal: The Fund's goal is to seek capital appreciation.

Strategy: The Fund invests in a diversified portfolio of small- and medium-
sized U.S. and, to a lesser extent, Canadian companies which are traded on a
recognized national or Canadian stock exchange and which, in the opinion of the
Adviser, have potential to become industry leaders. The Fund seeks to invest
primarily in equity securities of companies whose market capitalizations are
less than $4 billion and which, in the Adviser's opinion, will be able to
increase their rate of growth as a result of a catalyst, such as new products,
changes in consumer preferences, new management or changes in the economy.

Old Westbury International Fund

Goal: The Fund's goal is to seek long-term growth of capital.

Strategy: The Fund invests in a diversified portfolio of foreign companies
located outside of the U.S., at least 85% of which are listed on recognized
foreign securities exchanges. The Fund will invest at least 65% of its assets in
equity securities of companies representing at least three foreign countries.
The Fund may invest 25% or more of its assets in the securities of a single
country. The Fund may invest up to 50% of its assets in securities of companies
in emerging market countries. Securities are selected for investment based upon
the Adviser's analysis of (i) the economic prospects for a particular
geographical region or country; (ii) the prospects of a particular industrial
sector within the selected geographical area; and (iii) the prospects of a
particular company within the selected industrial sector.

Income Funds

Old Westbury Fixed Income Fund

Goal: The Fund's goal is to seek total return (consisting of current income
and capital appreciation).

Strategy: The Fund invests in a diversified portfolio of investment grade
bonds and notes. The Fund will invest at least 65% of its total assets in fixed
income securities including corporate, asset-backed, mortgage-backed, and U.S.
government securities. The Adviser attempts to manage the Fund's "total return"
(which includes both changes in principal value of the Fund's securities and
income earned) by lengthening or shortening the average maturity of the Fund's
securities according to whether the Adviser expects market interest rates to
increase or decline.

Old Westbury Municipal Bond Fund

Goal: The Fund's goal is to provide dividend income that is exempt from
regular Federal income tax.

Strategy: The Fund invests in a diversified portfolio of investment-grade
municipal securities, which includes tax-free debt securities of states,
territories and possessions of the U.S., and in political subdivisions and
taxing authorities of these entities. At least 80% of the Fund's income from
investments in municipal securities will be exempt from regular Federal income
tax. Interest from the Fund's investments may be subject to the Federal
alternative minimum tax for individuals and corporations.

Principal Risks of the Funds

Set forth below are risks specific to an investment in a particular Fund or
Funds. For more information on these risks, see "Specific Risks of Investing in
the Funds."

In addition, all Funds are subject to the risk that a Fund's share price may
decline and an investor could lose money. Therefore it is possible to lose money
investing in any of the Old Westbury Funds. Also, there is no assurance that a
Fund will achieve its investment objective.

The Shares offered by this prospectus are not deposits or obligations of any
bank, are not endorsed or guaranteed by any bank and are not insured or
guaranteed by the U.S. government, the Federal Deposit Insurance Corporation,
the Federal Reserve Board, or any other government agency.

Principal Risks of the Funds

<TABLE>
<CAPTION>
Core Growth Fixed
Equities Opportunity International Income Municipal
Fund Fund Fund Fund Bond Fund
-------- ----------- ------------- ------ ---------
<S> <C> <C> <C> <C> <C>
Stock Market Risks(1) X X X
- ------------------------------------------------------------------------------
Risks of Foreign

Investing(2) X X
- ------------------------------------------------------------------------------
Emerging Markets Risks(3) X
- ------------------------------------------------------------------------------
Interest Rate Risks(4) X X
- ------------------------------------------------------------------------------
Tax Risks(5) X
- ------------------------------------------------------------------------------
Prepayment Risks(6) X
- ------------------------------------------------------------------------------
Futures and Options

Risks(7) X X X X
- ------------------------------------------------------------------------------
Risks Related to Company
Size(8) X
- ------------------------------------------------------------------------------
Currency Risks(9) X
- ------------------------------------------------------------------------------
</TABLE>

(1) The value of equity securities rise and fall.

(2) Foreign economic, political or regulatory conditions may be less favorable
than those of the United States.

(3) Investments in developing or emerging market securities are subject to
higher risks than those in developed market countries because there is
greater uncertainty in less established markets and economies.

(4) Prices of fixed income securities rise and fall in response to interest
rate changes. Interest rate changes have a greater effect on the price of
fixed income securities with longer durations.

(5) Any failure of municipal securities invested in by a Fund to meet certain
applicable legal requirements, or any proposed or actual changes in the
federal or a state's tax law, could cause the interest received and
distributed by the Fund to Shareholders to be taxable.

(6) When interest rates decline, unscheduled prepayments of principal could
accelerate and require the Fund to reinvest the proceeds of the prepayments
at lower interest rates.

(7) The use of futures and options as hedging devices will not eliminate risk
even if they work as intended. In addition, hedging strategies are not
always successful, and could result in increased expenses to a Fund.

(8) The smaller the capitalization of a company, generally, the less liquid
its stock and the more volatile its price. Companies with smaller market
capitalizations also tend to have unproven track records and are more
likely to fail than companies with larger market capitalizations.

(9) Exchange rates for currencies fluctuate daily.

Performance Bar Chart and Total Return--Core Equities Fund

The bar chart and table shown below provide some indication of the risks of
investing in the Old Westbury Core Equitites Fund by comparing the Fund's
performance with a broad measure of market performance. The Standard & Poor 500
Index, a broad based securities market index which measures the performance of
domestic stocks in all major industries. While past performance does not
necessarily predict future performance, this information provides you with
historical performance information so that you can analyze whether the Fund's
investment risks are balanced by its potential returns.

[CHART APPEARS HERE]

During the 1-year period shown in the bar chart, the highest return for a
quarter was 24.54% (quarter ended 12/31/99) and the lowest return for a quarter
was (3.49)% (quarter ended 9/30/99).

The total return for the year ended 12/31/99 was 28.15%.

Average Annual Total Returns Past Since
(for the calendar year ended 12/31/99) One Year Inception*
- -----------------------------------------------------------
<S> <C> <C>
Core Equities Fund 28.15% 26.94%
- -----------------------------------------------------------
S&P 500 Index 21.05% 21.71%
- -----------------------------------------------------------
</TABLE> *Inception date of 3/2/98.

Performance Bar Chart and Total Return--Growth Opportunity Fund

The bar chart and table shown below provide some indication of the risks of
investing in the Old Westbury Growth Opportunity Fund by showing changes in the
Fund's performance over a 2-year period and by showing how the Fund's average
annual returns since inception and for one year compared to those of the Russell
2500 Index, a broad based securities market index which measures the performance
of U.S. companies. While past performance does not necessarily predict future
performance, this information provides you with historical performance
information so that you can analyze whether the Fund's investment risks are
balanced by its potential returns.

[CHART APPEARS HERE]

During the 2-year period shown in the bar chart, the highest return for a
quarter was 22.90% (quarter ended 12/31/99) and the lowest return for a quarter
was (18.67)% (quarter ended 9/30/98).

The total return for the year ended 12/31/99 was 13.61%.

<TABLE>
<CAPTION>
Average Annual Total Returns Past Since
(for the calendar year ended 12/31/99) One Year Inception*
- -----------------------------------------------------------
<S> <C> <C>
Growth Opportunity Fund 13.61% 11.23%
- -----------------------------------------------------------
Russell 2500 Index 24.15% 16.22%
- -----------------------------------------------------------
</TABLE> *Inception date of 2/28/97.

Performance Bar Chart and Total Return--International Fund

The bar chart and table shown below provide some indication of the risks of
investing in the Old Westbury International Fund by showing changes in the
Fund's performance from year to year over a 6-year period and by showing how the
Fund's average annual returns since inception, and for one and five years
compared to those of the Morgan Stanley Capital International: Europe,
Australia, and Far East ("MSCI EAFE") Index, a broad-based securities market
index of foreign securities. While past performance does not necessarily predict
future performance, this information provides you with historical performance
information so that you can analyze whether the Fund's investment risks are
balanced by its potential returns.

[CHART APPEARS HERE]

During the 6-year period shown in the bar chart, the highest return for a
quarter was 16.95% (quarter ended 12/31/98) and the lowest return for a quarter
was (17.93)% (quarter ended 9/30/98).

The total return for the year ended 12/31/99 was 29.20%.

<TABLE>
<CAPTION>
Average Annual Total Returns Past Past Since
(for the calendar year ended 12/31/99) One Year 5 Years Inception*
- -------------------------------------------------------------------
<S> <C> <C> <C>
International Fund 29.20% 9.26% 7.10%
- -------------------------------------------------------------------
MSCI EAFE Index 26.96% 12.83% 11.17%
- -------------------------------------------------------------------
</TABLE> *Inception date of 10/22/93.

Performance Bar Chart and Total Return--Fixed Income Fund

The bar chart and table shown below provide some indication of the risks of
investing in the Old Westbury Fixed Income Fund by comparing the Fund's
performance with a broad measure of market performance. The Lehman Brothers
Government/Corporate Bond Total Index, which is a broad-based index composed of
all bonds that are investment grade. While past performance does not necessarily
predict future performance, this information provides you with historical
performance information so that you analyze whether the Fund's investment risks
are balanced by its potential returns.

[CHART APPEARS HERE]

During the 1-year period shown in the bar chart, the highest return for a
quarter was 0.60% (quarter ended 9/30/99) and the lowest return for a quarter
was (1.80)% (quarter ended 3/31/99).

The total return for the year ended 12/31/99 was (2.75)%.

<TABLE>
<CAPTION>
Average Annual Total Returns Past Since
(for the calendar year ended 12/31/99) One Year Inception*
- --------------------------------------------------------------------------
<S> <C> <C>
Fixed Income Fund (2.75)% 3.27%
- --------------------------------------------------------------------------
Lehman Brothers Government/Corporate Bond Total Index (2.15)% 2.90%
- --------------------------------------------------------------------------
</TABLE> *Inception date of 3/12/98.

Performance Bar Chart and Total Return--Municipal Bond Fund

The bar chart and table shown below provide some indication of the risks of
investing in the Old Westbury Municipal Bond Fund by comparing the Fund's
performance with a broad measure of market performance. The Lehman Brothers
Municipal Bond Index, a broad market performance benchmark for the tax-exempt
bond market. While past performance does not necessarily predict future
performance, this information provides you with historical performance
information so that you can analyze whether the Fund's investment risks are
balanced by its potential returns.

[CHART APPEARS HERE]

During the 1-year period shown in the bar chart, the highest return for a
quarter was (0.57)% (quarter ended 3/31/99) and the lowest return for a quarter
was (2.46)% (quarter ended 6/30/99).

The total return for the year ended 12/31/99 was (3.47)%.

<TABLE>
<CAPTION>
Average Annual Total Returns Past Since
(for the calendar year ended 12/31/99) One Year Inception*
- -----------------------------------------------------------
<S> <C> <C>
Municipal Bond Fund (3.47)% 1.73%
- -----------------------------------------------------------
Lehman Brothers Municipal Bond Index (2.06)% 1.70%
- -----------------------------------------------------------
</TABLE> *Inception date of 3/6/98.

SUMMARY OF FUND EXPENSES

This table describes the fees and expenses that you may pay if you buy and
hold shares of a Fund.

Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering
price)......................... None None None None None
Annual Fund Operating Expenses
(1)

Expenses That are Deducted
From Fund Assets

Management Fee (2).............. 0.70% 0.78% 0.78% 0.45% 0.45%
Distribution (12b-1) Fee........ 0.25% 0.25% 0.25% 0.25% 0.25%
Other Expenses (3).............. 0.47% 0.36% 0.43% 2.46% 1.35%
Total Annual Fund
Operating Expenses............. 1.42% 1.39% 1.46% 3.16% 2.05%
- -----------
(1) Although not contractually obligated to do so, the Adviser and Administrator
waived and reimbursed certain amounts. These are shown below along with the
net expenses the Funds actually paid for the fiscal year ended October 31,
1999. The Adviser and Administrator can terminate this voluntary waiver
and/or reimbursement at any time.

Waiver/Reimbursement of Fund

Expenses...................... 0.19% 0.01% 0.03% 2.11% 1.00%
Total Actual Annual Fund
Operating Expenses (After

Waivers and Reimbursements)... 1.23% 1.38% 1.43% 1.05% 1.05%
</TABLE>

(2) The Adviser voluntarily waived a portion of the management fee. The Adviser
can terminate this voluntary waiver at any time. The management fees paid
(after the voluntary waiver) were 0.51%, 0.78%, 0.78%, 0.00% and 0.00% for
the Core Equities, Growth Opportunity, International, Fixed Income and
Municipal Bond Funds, respectively, for the year ended October 31, 1999.

(3) The Administrator voluntarily waived a portion of the administrative fee and
the Adviser waived and reimbursed certain other operating expenses. Other
Expenses (after the voluntary waiver and reimbursements) were 0.47%, 0.35%,
0.40%, 0.80% and 0.80% for the Core Equities, Growth Opportunity,
International, Fixed Income and Municipal Bond Funds, respectively, for the
year ended October 31, 1999. The Adviser and Administrator can terminate
this voluntary waiver and/or reimbursement at any time.

Example

This Example is intended to help you compare the cost of investing in each
Fund's Shares with the cost of investing in other mutual funds. The Example
assumes that you invest $10,000 in each Fund's Shares for the time periods
indicated and then redeem all of your shares at the end of those periods. The
Example also assumes that your investment has a 5% return each year and that
each Fund's Shares operating expenses are before waivers and reimbursements as
estimated in the table and remain the same. Although your actual costs may be
higher or lower, based on these assumptions your costs would be:

<TABLE>
<CAPTION>
Core Growth Inter- Fixed Municipal
Equities Opportunity national Income Bond
Fund Fund Fund Fund Fund
-------- ----------- -------- ------ ---------
<S> <C> <C> <C> <C> <C>
1 Year........................... $ 145 $ 142 $ 149 $ 319 $ 208
3 Years.......................... $ 449 $ 440 $ 462 $ 974 $ 643
5 Years.......................... $ 776 $ 761 $ 797 $1,654 $1,103
10 Years......................... $1,702 $1,669 $1,746 $3,467 $2,379
</TABLE>

PRINCIPAL SECURITIES IN WHICH THE FUNDS INVEST

Equity Securities

Equity securities represent a share of an issuer's earnings and assets,
after the issuer pays its liabilities. Funds purchasing equity securities cannot
predict the income they will receive from equity securities because issuers
generally have discretion as to the payment of any dividends or distributions.
However, equity securities offer greater potential for appreciation than many
other types of securities, because their value increases directly with the value
of the issuer's business.

The following describes the principal type of equity securities in which a
Fund may invest, where that security has been referred to in the Fund's
strategy section.

Common Stocks

Common stocks are the most prevalent type of equity security. Common stocks
receive the issuer's earnings after the issuer pays its creditors and any
preferred stockholders. As a result, changes in an issuer's earnings directly
influence the value of its common stock.

Fixed Income Securities

Fixed income securities pay interest, dividends or distributions at a
specified rate. The rate may be a fixed percentage of the principal or adjusted
periodically. In addition, the issuer of a fixed income security must repay the
principal amount of the security, normally within a specified time. Fixed income
securities provide more regular income than equity securities. However, the
returns on fixed income securities are limited and normally do not increase with
the issuer's earnings. This limits the potential appreciation of fixed income
securities as compared to equity securities.

A security's yield measures the annual income earned on a security as a
percentage of its price. A security's yield will increase or decrease depending
upon whether it costs less (a discount) or more (a premium) than the principal
amount. If the issuer may redeem the security before its scheduled maturity, the
price and yield on a discount or premium security may change based upon the
probability of an early redemption. Securities with higher risks generally have
higher yields.

The following describes the principal types of fixed income securities in
which a Fund may invest, where that security has been referred to in the Fund's
strategy section.

Treasury Securities

Treasury securities are direct obligations of the federal government of the
United States. Treasury securities are generally regarded as having the lowest
credit risks.

Agency Securities

Agency securities are issued or guaranteed by a federal agency or other
government sponsored entity acting under federal authority (a GSE). The United
States supports some GSEs with its full faith and credit. Other GSEs receive
support through federal subsidies, loans or other benefits. A few GSEs have no
explicit financial support, but are regarded as having implied support because
the federal government sponsors their activities. Agency securities are
generally regarded as having low credit risks, but not as low as treasury
securities.

A Fund treats mortgage backed securities guaranteed by GSEs as agency
securities. Although a GSE guarantee protects against credit risks, it does not
reduce the interest rate and prepayment risks of these mortgage backed
securities.

Corporate Debt Securities

Corporate debt securities are fixed income securities issued by businesses.
Notes, bonds, debentures and commercial paper are the most prevalent types of
corporate debt securities. A Fund may also purchase interests in bank loans to
companies. The credit risks of corporate debt securities vary widely among
issuers.

In addition, the credit risk of an issuer's debt security may vary based on
its priority for repayment. For example, higher ranking (senior) debt securities
have a higher priority than lower ranking (subordinated) securities. This means
that the issuer might not make payments on subordinated securities while
continuing to make payments on senior securities. In addition, in the event of
bankruptcy, holders of senior securities may receive amounts otherwise payable
to the holders of subordinated securities. Some subordinated securities, such as
trust preferred and capital securities notes, also permit the issuer to defer
payments under certain circumstances. For example, insurance companies issue
securities known as surplus notes that permit the insurance company to defer any
payment that would reduce its capital below regulatory requirements.

Commercial Paper

Commercial paper is an issuer's obligation with a maturity of less than
nine months. Companies typically issue commercial paper to pay for current
expenditures. Most issuers constantly reissue their commercial paper and use
the proceeds (or bank loans) to repay maturing paper. If the issuer cannot
continue to obtain liquidity in this fashion, its commercial paper may
default. The short maturity of commercial paper reduces both the market and
credit risks as compared to other debt securities of the same issuer.

Demand Instruments

Demand instruments are corporate debt securities that the issuer must
repay upon demand. Other demand instruments require a third party, such as
a dealer or bank, to repurchase the security for its face value upon
demand. A Fund treats demand instruments as short-term securities, even
though their stated maturity may extend beyond one year.

Mortgage Backed Securities

Mortgage backed securities represent interests in pools of mortgages. The
mortgages that comprise a pool normally have similar interest rates, maturities
and other terms. Mortgages may have fixed or adjustable interest rates.
Interests in pools of adjustable rate mortgages are known as ARMs.

Mortgage backed securities come in a variety of forms. Many have extremely
complicated terms. The simplest form of mortgage backed securities are pass-
through certificates. An issuer of pass-through certificates gathers monthly
payments from an underlying pool of mortgages. Then, the issuer deducts its fees
and expenses and passes the balance of the payments onto the certificate holders
once a month. Holders of pass-through certificates receive a pro rata share of
all payments and pre-payments from the underlying mortgages. As a result, the
holders assume all the prepayment risks of the underlying mortgages.

Collateralized Mortgage Obligations (CMOs)

CMOs, including interests in real estate mortgage investment conduits
(REMICs), allocate payments and prepayments from an underlying pass-through
certificate among holders of different classes of mortgage backed securities.
This creates different prepayment and interest rate risks for each CMO class.

Floaters and Inverse Floaters

Floaters and inverse floaters allocate interest payments between two
classes of CMOs. One class (Floaters) receives a share of interest payments
based upon a market index such as LIBOR. The other class (Inverse Floaters)
receives any remaining interest payments from the underlying mortgages.
Floater classes receive more interest (and Inverse Floater classes receive
correspondingly less interest) as interest rates rise. This shifts prepayment
and interest rate risks from the Floater to the Inverse Floater class,
reducing the price volatility of the Floater class and increasing the price
volatility of the Inverse Floater class.

Bank Instruments

Bank instruments are unsecured interest bearing deposits with banks.
Bank instruments include bank accounts, time deposits, certificates of
deposit and banker's acceptances. Yankee instruments are denominated in
U.S. dollars and issued by U.S. branches of foreign banks. Eurodollar
instruments are denominated in U.S. dollars and issued by non-U.S.
branches of U.S. or foreign banks.

Tax Exempt Securities

Tax exempt securities are fixed income securities that pay interest that is
not subject to regular federal income taxes. Typically, states, counties, cities
and other political subdivisions and authorities issue tax exempt securities.
The market categorizes tax exempt securities by their source of repayment.

The following describes the principal types of fixed income securities in
which a Fund may invest, where that security has been referred to in the Fund's
strategy section.

General Obligation Bonds

General obligation bonds are supported by the issuer's power to exact
property or other taxes. The issuer must impose and collect taxes sufficient to
pay principal and interest on the bonds. However, the issuer's authority to
impose additional taxes may be limited by its charter or state law.

Special Revenue Bonds

Special revenue bonds are payable solely from specific revenues received by
the issuer such as specific taxes, assessments, tolls, or fees. Bondholders may
not collect from the municipality's general taxes or revenues. For example, a
municipality may issue bonds to build a toll road, and pledge the tolls to repay
the bonds. Therefore, a shortfall in the tolls normally would result in a
default on the bonds.

Private Activity Bonds

Private activity bonds are special revenue bonds used to finance private
entities. For example, a municipality may issue bonds to finance a new factory
to improve its local economy. The municipality would lend the proceeds from its
bonds to the company using the factory, and the company would agree to make loan
payments sufficient to repay the bonds. The bonds would be payable solely from
the company's loan payments, not from any other revenues of the municipality.
Therefore, any default on the loan normally would result in a default on the
bonds.

The interest on many types of private activity bonds is subject to the
federal alternative minimum tax (AMT). A Fund investing in private activity
bonds may be subject to AMT.

Tax Increment Financing Bonds

Tax increment financing (TIF) bonds are payable from increases in taxes or
other revenues attributable to projects financed by the bonds. For example, a
municipality may issue TIF bonds to redevelop a commercial area. The TIF bonds
would be payable solely from any increase in sales taxes collected from
merchants in the area. The bonds could default if merchants' sales, and related
tax collections, failed to increase as anticipated.

Municipal Notes

Municipal notes are short-term tax exempt securities. Many municipalities
issue such notes to fund their current operations before collecting taxes or
other municipal revenues. Municipalities may also issue notes to fund capital
projects prior to issuing long-term bonds. The issuers typically repay the notes
at the end of their fiscal year, either with taxes, other revenues or proceeds
from newly issued notes or bonds.

Variable Rate Demand Instruments

Variable rate demand instruments are tax exempt securities that require the
issuer or a third party, such as a dealer or bank, to repurchase the security
for its face value upon demand. The securities also pay interest at a variable
rate intended to cause the securities to trade at their face value. A Fund
treats demand instruments as short-term securities, because their variable
interest rate adjusts in response to changes in market rates, even though their
stated maturity may extend beyond thirteen months.

Municipal Leases

Municipalities may enter into leases for equipment or facilities. In order
to comply with state public financing laws, these leases are typically subject
to annual appropriation. In other words, a municipality may end a lease, without
penalty, by not providing for the lease payments in its annual budget. After the
lease ends, the lessor can resell the equipment or facility but may lose money
on the sale.

A Fund may invest in securities supported by pools of municipal leases. The
most common type of lease backed securities are certificates of participation
(COPs). However, the Fund may also invest directly in individual leases.

Foreign Securities

Foreign securities are securities of issuers based outside the United
States. The Funds consider an issuer to be based outside the United States if:

. it is organized under the laws of, or has a principal office located in,
another country;

. the principal trading market for its securities is in another country; or

. it (or its subsidiaries) derived in its most current fiscal year at least
50% of its total assets, capitalization, gross revenue or profit from goods
produced, services performed, or sales made in another country.

Foreign securities are primarily denominated in foreign currencies. Along
with the risks normally associated with domestic securities of the same type,
foreign securities are subject to currency risks and risks of foreign investing.

Depositary Receipts

Depositary receipts represent interests in underlying securities issued by a
foreign company. Depositary receipts are not traded in the same market as the
underlying security. The foreign securities underlying American Depositary
Receipts (ADRs) are traded in the United States. ADRs provide a way to buy
shares of foreign-based companies in the United States rather than in overseas
markets. ADRs are also traded in U.S. dollars, eliminating the need for foreign
exchange transactions. The foreign securities underlying European Depositary
Receipts (EDRs), Global Depositary Receipts (GDRs), and International Depositary
Receipts (IDRs), are traded globally or outside the United States. Depositary
receipts involve many of the same risks of investing directly in foreign
securities, including currency risks and risks of foreign investing.

Derivative Contracts

Derivative contracts are financial instruments that require payments based
upon changes in the values of designated (or underlying) securities, currencies,
commodities, financial indices or other assets. Some derivative contracts (such
as futures, forwards and options) require payments relating to a future trade
involving the underlying asset. Other derivative contracts (such as swaps)
require payments relating to the income or returns from the underlying asset.
The other party to a derivative contract is referred to as a counterparty.

Many derivative contracts are traded on securities or commodities exchanges.
In this case, the exchange sets all the terms of the contract except for the
price. Investors make payments due under their contracts through the exchange.
Most exchanges require investors to maintain margin accounts through their
brokers to cover their potential obligations to the exchange. Parties to the
contract make (or collect) daily payments to the margin accounts to reflect
losses (or gains) in the value of their contracts. This protects investors
against potential defaults by the counterparty. Trading contracts on an exchange
also allows investors to close out their contracts by entering into offsetting
contracts.

For example, a fund could close out an open contract to buy an asset at a
future date by entering into an offsetting contract to sell the same asset on
the same date. If the offsetting sale price is more than the original purchase
price, the fund realizes a gain; if it is less, the fund realizes a loss.
Exchanges may limit the amount of open contracts permitted at any one time. Such
limits may prevent the fund from closing out a position. If this happens, the
fund will be required to keep the contract open (even if it is losing money on
the contract), and to make any payments required under the contract (even if it
has to sell portfolio securities at unfavorable prices to do so). Inability to
close out a contract could also harm the Fund by preventing it from disposing of
or trading any assets it has been using to secure its obligations under the
contract.

A Fund may also trade derivative contracts over-the-counter (OTC) in
transactions negotiated directly between the Fund and a counterparty. OTC
contracts do not necessarily have standard terms, so they cannot be directly
offset with other OTC contracts. In addition, OTC contracts with more
specialized terms may be more difficult to price than exchange traded contracts.

Depending upon how a Fund uses derivative contracts and the relationships
between the market value of a derivative contract and the underlying asset,
derivative contracts may increase or decrease a Fund's exposure to interest rate
and currency risks, and may also expose a Fund to liquidity and leverage risks.
OTC contracts also expose a Fund to credit risks in the event that a
counterparty defaults on the contract.

The Funds (other than Municipal Bond Fund) may trade in the following types
of derivative contracts.

Futures Contracts

Futures contracts are an obligation to provide for the future sale by one
party and purchase by another party of a specified amount of an underlying asset
at a specified price, date, and time. Entering into a contract to buy an
underlying asset is commonly referred to as buying a contract or holding a long
position in the asset. Entering into a contract to sell an underlying asset is
commonly referred to as selling a contract or holding a short position in the
asset. Futures contracts are considered to be commodity contracts. Futures
contracts traded OTC are frequently referred to as forward contracts.

The Funds may buy and sell the following types of futures contracts:
financial futures and stock index futures.

Options

Options are rights to buy or sell an underlying asset for a specified price
(the exercise price) during, or at the end of, a specified period. A call option
gives the holder (buyer) the right to buy the underlying asset from the seller
(writer) of the option. A put option gives the holder the right to sell the
underlying asset to the writer of the option. The writer of the option receives
a payment, or premium, from the buyer, which the writer keeps regardless of
whether the buyer uses (or exercises) the option.

A Fund may:

. Buy call options on individual securities and futures contracts in
anticipation of an increase in the value of the underlying asset;

. Buy put options on individual securities and futures contracts in
anticipation of a decrease in the value of the underlying asset; and

. Buy or write options to close out existing options positions.

A Fund may also write call options on individual securities and futures
contracts to generate income from premiums, and in anticipation of a decrease
or only limited increase in the value of the underlying asset. If a call
written by a Fund is exercised, a Fund foregoes any possible profit from an
increase in the market price of the underlying asset over the exercise price
plus the premium received.

A Fund may also write put options on individual securities and futures
contracts to generate income from premiums, and in anticipation of an increase
or only limited decrease in the value of the underlying asset. In writing
puts, there is a risk that the Fund may be required to take delivery of the
underlying asset when its current market price is lower than the exercise
price.

When a Fund writes options on futures contracts, it will be subject to
margin requirements similar to those applied to futures contracts.

Hedging

Hedging transactions are intended to reduce specific risks. For example, to
protect the Fund against circumstances that would normally cause the Fund's
portfolio securities to decline in value, the Fund may buy or sell a derivative
contract that would normally increase in value under the same circumstances. A
Fund may also attempt to hedge by using combinations of different derivatives
contracts, or derivatives contracts and securities. A Fund's ability to hedge
may be limited by the costs of the derivatives contracts. A Fund may attempt to
lower the cost of hedging by entering into transactions that provide only
limited protection, including transactions that (1) hedge only a portion of its
portfolio, (2) use derivatives contracts that cover a narrow range of
circumstances or (3) involve the sale of derivatives contracts with different
terms. Consequently, hedging transactions may not eliminate risk even if they
work as intended. In addition, hedging strategies are not always successful, and
could result in increased expenses and losses to a Fund.

Temporary Defensive Investments

To minimize potential losses and maintain liquidity necessary to meet
shareholder redemptions during adverse market conditions, each of the Old
Westbury Funds may temporarily depart from its principal investment strategy by
investing up to 100% of Fund assets in cash or short-term, high quality money
market instruments (e.g. commercial paper, repurchase agreements, etc.). This
may cause a Fund to temporarily forego greater investment returns for the safety
of principal and a Fund may therefore not achieve its investment objective.

Investments in Other Investment Companies

The Funds may invest their assets in securities of other investment
companies as an efficient means of carrying out their investment policies.
Investment companies incur certain expenses such as management fees, and,
therefore, any investment by the Funds in shares of other investment companies
may be subject to such duplicate expenses.

Investment Ratings

Some securities in which the Funds invest will be rated in the lowest
investment grade category (e.g. BBB or Baa). Securities rated BBB by Standard
and Poor's or Baa by Moody's Investors Service, Inc. have speculative
characteristics. Unrated securities will be determined by the Adviser to be of
like quality and may have greater risk (but a potentially higher yield) than
comparable rated securities. If a security is downgraded, the Adviser will re-
evaluate the security and determine whether or not the security is an acceptable
investment.

Portfolio Turnover

Each Fund does not intend to invest for the purpose of seeking short-term
profits. Securities will be sold without regard to the length of time they have
been held when the Funds' Adviser believes it is appropriate to do so in light
of each Fund's investment goal. A higher portfolio turnover rate involves
greater transaction expenses which must be borne directly by a Fund (and thus,
indirectly by its shareholders), and affects Fund performance. In addition, a
high rate of portfolio turnover may result in the realization of larger amounts
of capital gains which, when distributed to that Fund's shareholders, are
taxable to them.

SPECIFIC RISKS OF INVESTING IN THE FUNDS

Stock Market Risks

The EQUITY FUNDS are subject to fluctuations in the stock markets, which
have periods of increasing and decreasing values. Stocks have greater volatility
than debt securities. While greater volatility increases risks, it offers the
potential for greater reward.

Equity risk is also related to the size of the company issuing stock.
Companies may be categorized as having a small, medium, or large capitalization
(market value). The potential risks are higher with small- and medium-
capitalization companies and lower with large-capitalization companies.
Therefore, you should expect that investments in GROWTH OPPORTUNITY FUND will be
more volatile than broad stock market indices such as the S&P 500 or funds that
invest in large-capitalization companies.

Risks of Foreign Investing

Foreign securities pose additional risks over U.S.-based securities for a
number of reasons. Because INTERNATIONAL FUND invests primarily in foreign
securities, and GROWTH OPPORTUNITY FUND can invest in Canadian securities, these
factors may adversely affect the value of an investment in these Funds. Foreign
economic, governmental, and political systems may be less favorable than those
of the U.S. Foreign governments may exercise greater control over their
economies, industries, and citizens' rights. Specific risk factors related to
foreign securities include: inflation, structure and regulation of financial
markets, liquidity and volatility of investments, taxation policies, currency
exchange rates and regulations, and accounting standards. INTERNATIONAL FUND and
GROWTH OPPORTUNITY FUND may incur higher costs and expenses when making foreign
investments, which will affect the Funds' total return.

Foreign securities may be denominated in foreign currencies. Therefore, the
value of a Fund's assets and income in U.S. dollars may be affected by changes
in exchange rates and regulations, since exchange rates for foreign currencies
change daily. The combination of currency risk and market risk tends to make
securities traded in foreign markets more volatile than securities traded
exclusively in the U.S. Although INTERNATIONAL FUND and GROWTH OPPORTUNITY FUND
value their assets daily in U.S. dollars, they will not convert their holdings
of foreign currencies to U.S. dollars daily. Therefore, the Funds may be exposed
to currency risks over an extended period of time.

Emerging Market Securities Risks

INTERNATIONAL FUND may invest up to 50% of its assets in developing or
emerging market securities. Investments in developing or emerging market
securities are subject to higher risks than those in developed market countries
because there is greater uncertainty in less established markets and economies.
These risks include political, social or economic systems, smaller securities
markets, lower trading volume, and substantial rates of inflation.

Interest Rate Risks

Risks of fixed income securities will affect the INCOME FUNDS.

Prices of fixed-rate debt securities generally move in the opposite
direction of interest rates. The interest payments on fixed-rate debt securities
do not change when interest rates change. Therefore, since the price of these
securities can be expected to decrease when interest rates increase, the value
of investments in a Fund may go down. Although the Adviser attempts to
anticipate interest rate movements, there is no guarantee that it will be able
to do so.

Fixed income securities may be subject to maturity risks. Longer-term debt
securities will experience greater price volatility than debt securities with
shorter maturities. You can expect the net asset value of a Fund to fluctuate
accordingly.

Fixed income securities also have credit risks. The credit quality of a debt
security is based upon the issuer's ability to repay the security. If payments
on a debt security are not made when due, that may cause the net asset value of
a Fund holding the security to go down.

Fixed income securities may also be subject to call risk. If interest rates
decline, an issuer may repay (or "call") a debt security held by a Fund prior to
its maturity. If this occurs, the Adviser may have to reinvest the proceeds in
debt securities paying lower interest rates. If this happens, a Fund may have a
lower yield.

In addition, FIXED INCOME FUND may invest in "inverse floaters," which are a
form of "derivative" debt security, and whose price may be subject to extreme
fluctuation in the event of interest rate movements.

Municipal Securities Risks

An investment in MUNICIPAL BOND FUND will be affected by municipal
securities risks. Local political and economic factors may adversely affect the
value and liquidity of municipal securities held by a Fund. The value of
municipal securities also may be affected more by supply and demand factors or
the creditworthiness of the issuer than by market interest rates. Repayment of
municipal securities depends on the ability of the issuer or project backing
such securities to generate taxes or revenues. There is a risk that the interest
on an otherwise tax-exempt municipal security may be subject to federal income
tax.

Prepayment Risks

An investment in FIXED INCOME FUND will be subject to asset-backed and
mortgage-backed securities risks which includes prepayment when interest rates
fall because many borrowers refinance mortgages to take advantage of more
favorable rates. Prepayments on mortgage-backed securities are also affected by
other factors, such as the volume of home sales. The Fund's yield will be
reduced if cash from prepaid securities is reinvested in securities with lower
interest rates. The risk of prepayment may also decrease the value of mortgage-
backed securities.

Asset-backed securities may have a higher level of default and recovery risk
than mortgage-backed securities. However, both of these types of securities may
decline in value because of mortgage foreclosures or defaults on the underlying
obligations.

Futures and Options Risks

GROWTH OPPORTUNITY FUND, CORE EQUITIES FUND, and FIXED INCOME FUND may use
financial and stock index futures and options primarily to protect against
adverse changes to the value of portfolio securities due to anticipated changes
in interest rates or market conditions. Similarly, INTERNATIONAL FUND may use
foreign currency futures and options to protect against adverse changes to the
value of portfolio securities due to anticipated changes in foreign currency
rates. The successful use of futures, options and other derivative instruments
is based on the Adviser's ability to correctly anticipate market movements. When
the direction of the prices of a Fund's securities does not correlate with the
changes in the value of these transactions, or when the trading market for
derivatives becomes illiquid, a Fund could lose money.

Risks Related to Company Size

Generally, the smaller the market capitalization of a company, the fewer the
number of shares it trades daily, the less liquid its stock and the more
volatile its price. Market capitalization is determined by multiplying the
number of its outstanding shares by the current market price per share.

Companies with smaller market capitalizations also tend to have unproven
track records, a limited product or service base and limited access to capital.
These factors also increase risks and make these companies more likely to fail
than larger, well capitalized companies.

Currency Risks

. Exchange rates for currencies fluctuate daily. The combination of currency
risk and market risk tends to make securities traded in foreign markets
more volatile than securities traded exclusively in the U.S.

. The Adviser attempts to manage currency risk by limiting the amount the
Fund invests in securities denominated in a particular currency. However,
diversification will not protect the Fund against a general increase in
the value of the U.S. dollar relative to other currencies.

WHAT DO SHARES COST?

You can buy shares of a Fund at net asset value (NAV), without a sales
charge, on any day the New York Stock Exchange (NYSE) is open for business. NAV
is determined at the end of regular trading (normally 4 p.m., Eastern time) each
day the NYSE is open. Your purchase order must be received in proper form (as
described in the prospectus) by 4:00 p.m. (Eastern time) in order to receive
that day's NAV.

Each Fund's NAV is computed by dividing the value of the Fund's net assets
(i.e., the value of a Fund's securities and other assets less its liabilities,
including expenses payable or accrued but excluding capital stock and surplus)
by the total number of shares outstanding. Portfolio securities for which market
quotations are readily available are valued at market value. All other
investment assets of the Funds are valued in such manner as the Board of
Directors, in good faith, deems appropriate to reflect their fair value. Since
International Fund has portfolio securities that are primarily listed on foreign
exchanges that may trade on weekends or other days when the Fund does not price
its shares, the NAV for International Fund may change on days when shareholders
will not be able to purchase or redeem the Fund's shares.

To open an account with one of the Funds, your first investment must be at
least $1,000. However, you can add to your account for as little as $100. In
special circumstances, these minimums may be waived or lowered at the Funds'
discretion.

HOW DO I PURCHASE SHARES?

Shares of each Portfolio may be purchased by mail or by wire through the
Distributor (Edgewood Services Inc.) or through a Shareholder Servicing Agent or
Broker-Dealer that has an agreement with the Distributor (Authorized Dealer) or
with the Adviser.

If you purchase shares directly from the Distributor, your account will be
maintained by the transfer agent of the Funds, Bisys Fund Services Ohio, Inc.
(Transfer Agent). For account balance information and shareholder services, you
may call Bisys Fund Services (BFS) at (800) 607-2200.

By Mail

Through an Authorized Dealer

Contact your Authorized Dealer for instructions. Shares will be issued upon
receipt of payment by the Funds.

Through the Distributor

. Complete the Purchase Application which accompanies this Prospectus;
and

. Mail it together with a check payable to name of the Fund to:

Old Westbury Funds, Inc.

P.O. Box 180267

Columbus, OH 43218-2067

Subsequent investments in a Fund do not require a Purchase Application;
however, the shareholder's account number must be clearly marked on the check to
ensure proper credit.

Subsequent investments may also be made by sending a check with the
detachable coupon that regularly accompanies the confirmation of a previous
transaction.

By Wire

Investments may be made directly through the use of wire transfers of
federal funds. Shares purchased by wire will be effected at the public offering
price next determined after acceptance of the order by the Distributor.

Through an Authorized Dealer

Contact your Authorized Dealer for instructions.

Through the Distributor

If you do not have a relationship with an Authorized Dealer, you may
purchase shares directly from the Distributor by federal funds wire.

Investors making initial investments by wire must promptly complete the
Purchase Application accompanying this Prospectus and forward it to the Funds'
Transfer Agent. No Purchase Application is required for subsequent investments.

Complete applications should be directed to:

Old Westbury Funds, Inc.

P.O Box 180267

Columbus, OH 43218-2067

Please contact BFS at (800) 607-2200 for complete instructions.

HOW DO I REDEEM SHARES?

Shares of each Fund may be redeemed by mail or by wire through an Authorized
Dealer or through the Funds' Transfer Agent.

Redemptions will only be made on days when a Fund computes its NAV. When
your redemption request is received in proper form, shares of the Fund will be
redeemed at its next determined NAV.

Redemption requests must be received by 4:00 p.m. (Eastern time) in order
for shares to be redeemed at that day's NAV. Redemption proceeds will normally
be mailed the following business day, but in no event more than seven days,
after the request is made.

By Telephone

Through your Authorized Dealer

Contact your Authorized Dealer for complete instructions. Your Authorized
Dealer may accept your redemption request if you have previously elected this
service.

Through the Transfer Agent

For shareholders whose accounts are maintained by the Transfer Agent, if you
have authorized the telephone redemption privilege in your Purchase Application,
you may redeem shares by calling the Transfer Agent at (800) 607- 2200.

By Mail

Through your Authorized Dealer

Send a letter to your Authorized Dealer, indicating your name, the Fund
name, your account number, and the number of shares or dollar amount you want to
redeem. Your request must be signed in exactly the same way the account is
registered (if there is more than one owner of the shares, all must sign).

Shareholders may also redeem Fund shares through participating organizations
holding such shares who have made arrangements with the Funds permitting them to
redeem such shares by telephone or facsimile transmission and who may charge a
fee for this service.

Through the Transfer Agent

For shareholders whose accounts are maintained by the Transfer Agent,
redemptions may be made by sending a written redemption request indicating your
name, the Fund name, your account number, and the number of shares or the dollar
amount you want to redeem to:

Old Westbury Funds, Inc.

P.O. Box 180267

Columbus, OH 43218-2067

For additional assistance, call (800) 607-2200.

Additional Conditions

Signature Guarantees

You must have a signature guarantee on written redemption requests:

. when you are requesting a redemption of $50,000 or more;

. when you want a redemption to be sent to an address other than the one
you have on record with the Fund; or

. when you want the redemption payable to someone other than the shareholder
of record.

A signature guarantee is designed to protect your account from fraud. Obtain
a signature guarantee from a bank or trust company, savings association, credit
union or broker, dealer, or securities exchange member. A notary public cannot
provide a signature guarantee.

Limitations on Redemption Proceeds

Redemption proceeds normally are mailed within one business day after
receiving a request in proper form. However, payment may be delayed up to seven
days:

. to allow your purchase payment to clear;

. during periods of market volatility; or

. when a shareholder's trade activity or amount adversely impacts a Fund's
ability to manage its assets.

You will not accrue interest or dividends on uncashed checks from the Fund
if those checks are undeliverable and returned to the Fund.

HOW DO I EXCHANGE SHARES?

You may exchange shares of a Fund for shares of any of the other Funds free
of charge, provided you meet the $1,000 minimum investment requirement. An
exchange is treated as a redemption and subsequent purchase, and is therefore a
taxable transaction. Signatures must be guaranteed if you request and exchange
into another Fund with a different shareholder registration. The Funds will
provide shareholders with 60 days' written notice prior to any modification of
this exchange privilege.

ACCOUNT AND SHARE INFORMATION

Confirmations and Account Statements

You will receive confirmation of purchases, redemptions and exchanges. In
addition, you will receive periodic statements reporting all account activity,
including dividends and capital gains paid.

Dividends and Capital Gains

Dividends (if any) are paid to shareholders invested in the Funds on the
record date. In addition, each Fund intends to pay dividends and capital gains
distributions, if any, on a quarterly basis. Your dividends and capital gains
distributions will be automatically reinvested in additional shares unless you
elect cash payments.

If you purchase shares just before a Fund declares a dividend or capital
gain distribution, you will pay the full price for the shares and then receive a
portion of the price back in the form of a distribution, whether or not you
reinvest the distribution in shares. Therefore, you should consider the tax
implications of purchasing shares shortly before the Fund declares a dividend or
capital gain. Contact your investment professional or the Fund for information
concerning when dividends and capital gains will be paid.

Tax Information

The Funds send you an annual statement of your account activity to assist
you in completing your Federal, state and local tax returns. Fund distributions
of dividends and capital gains are taxable to you whether paid in cash or
reinvested in a Fund. Dividends are taxable as ordinary income; exempt-interest
dividends are exempt from regular Federal income tax and, capital gains
dividends are taxable at long-term capital gains rates.

Fund distributions for Core Equities Fund, Growth Opportunity Fund and
International Fund are expected to be primarily capital gains. Fund
distributions for the Fixed Income Fund are expected to be primarily dividends.
Redemptions and exchanges are taxable sales. Fund distributions from Municipal
Bond Fund are expected to be primarily exempt-interest dividends (see below for
further details). Please consult your tax adviser regarding your Federal,
state, and local tax liability.

Municipal Bond Fund

The Fund sends you a timely statement of your account activity to assist you
in completing your Federal, state and local tax returns. It is anticipated that
Fund distributions will be primarily dividends that are exempt from Federal
income tax, although a portion of the Fund's dividends may not be exempt.
Whether or not dividends are exempt from federal income tax, they may be subject
to state and local taxes. You may have to include certain dividends as taxable
income if the Federal alternative minimum tax applies to you. Capital gains and
non-exempt dividends are taxable whether paid in cash or reinvested in the Fund.
Redemptions and exchanges are taxable sales.

WHO MANAGES THE FUNDS?

The Board of Directors governs the Funds. The Board selects and oversees
the Adviser, Bessemer Trust Company, N.A. (Bessemer). The Adviser manages the
Funds' 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 The Bessemer Group, Incorporated. The
Adviser, and other subsidiaries of The Bessemer Group, Incorporated, advise or
provide investment, fiduciary and personal banking services to approximately
1,220 clients with total assets under supervision of over $29 billion as of
December 31, 1999.

For its services under an Advisory Contract, the Adviser receives an
advisory Fee from each Fund, computed daily and payable monthly, in accordance
with the following schedule:

First $100 Second $100 Average
million of million of net assets
average average exceeding
net assets net assets $200 million
---------- ----------- ------------
<S> <C> <C> <C>
Core Equities Fund.......................... 0.70% 0.65% 0.60%
Growth Opportunity Fund..................... 0.80% 0.75% 0.70%
International Fund.......................... 0.80% 0.75% 0.70%
Fixed Income Fund........................... 0.45% 0.40% 0.35%
Municipal Bond Fund......................... 0.45% 0.40% 0.35%
</TABLE>

Mr. John D. Chadwick, Executive Vice President and Portfolio Manager, is
primarily responsible for the day-to-day investment management of Core Equities
Fund. Mr. Chadwick has managed the Fund since its inception. Prior to joining
Bessemer in 1994, Mr. Chadwick served as Senior Vice President and Senior
Portfolio Manager at Kidder Peabody & Co. from 1985 through 1994 where he
started the Equity Income Fund and managed certain index funds. Mr. Chadwick
received a B.A. in Economics from Harvard University and an M.B.A. in
Industrial Management from the Wharton School of Finance & Commerce of the
University of Pennsylvania.

Mr. Timothy J. Morris, Senior Executive Vice President and Chief Investment
Officer, has been primarily responsible for the day-to-day management of Growth
Opportunity Fund since November 1999. Mr. Morris is also Chief Investment
Officer for the Adviser and Chairman of the Advisor's Investment Strategy
Committee. Prior to joining Bessemer in 1995, Mr. Morris was with The Portfolio
Group, a subsidiary of Chemical Banking Corporation from 1988 to 1995, as
President and Chief Investment Officer. Mr. Morris received a B.A. in Economics
from King's College in 1964 and did post-graduate work in Economics at the
University of Maryland.

Ms. Hermione Davies, Senior Vice President and Portfolio Manager, is in
charge of Bessemer's International Equity Investments and is primarily
responsible for the day-to-day investment management of International Fund. Ms.
Davies has managed the Fund since July, 1998. She is a member of the Bessemer
Investment Policy and Strategy Committee. Prior to joining Bessemer in 1986,
Ms. Davies was with Guinness Mahon and Co. Ltd., responsible for Japanese
investments and management of the offshore unit trust Pacific Fund. Ms. Davies
holds a B.A. from Oxford University in 1981 and a postgraduate Diploma in
Economics from Birkbeck College, University of London in 1984.

Mr. Harold S. Woolley, Executive Vice President and Portfolio Manager, is
primarily responsible for the day-to-day investment management of Fixed Income
Fund. Mr. Woolley has managed the Fund since its inception. Mr. Woolley has
headed the fixed income investments group at Bessemer, N.A. since 1985. Prior
to joining Bessemer in 1985, Mr. Woolley was a managing director and head of
fixed income investments for the Equitable Investment Management Corp. and a
Vice President of the Equitable Life Assurance Society of the U.S. Mr. Woolley
graduated with an A.B. from Bucknell University, and holds an M.B.A. from the
Amos Tuck School of Graduate Business, Dartmouth College. Mr. Woolley is a
Chartered Financial Analyst.

Mr. Bruce A. Whiteford, Senior Vice President and Portfolio Manager, is
primarily responsible for the day-to-day investment management of Municipal
Bond Fund. Mr. Whiteford has managed the Fund since its inception. Prior to
joining Bessemer in 1996, Mr. Whiteford oversaw $5 billion in fixed income
investments as Vice President, Manager--U.S. Fixed Income Funds Group, Chase
Asset Management, a division of Chase Manhattan Bank, N.A. from 1986 to 1996.
Mr. Whiteford graduated from the University of South Carolina with a B.S. in
Finance.

DISTRIBUTION OF FUND SHARES

Edgewood Services, Inc., a subsidiary of Federated Investors, Inc., is the
principal Distributor for shares of the Funds and a number of other investment
companies.

The Adviser acts as a Shareholder Servicing Agent to the Funds.

Rule 12b-1 Plan

The Funds have adopted a Rule 12b-1 Plan which allows them to pay marketing
and shareholder servicing fees to the Distributor, the Adviser, and financial
intermediaries for the sale, distribution and customer servicing of the Funds'
shares. Because these shares pay marketing fees on an ongoing basis, your
investment cost may be higher over time than shares with different sales charges
and marketing fees.

FINANCIAL INFORMATION

Financial Highlights

The following financial highlights are intended to help you understand each
Fund's financial performance for its past five fiscal years, or since inception,
if the life of a Fund is shorter. Some of the information is presented on a per
share basis. Total returns represent the rate an investor would have earned (or
lost) on an investment in a Fund, assuming reinvestment of all dividends and
distributions.

This information has been audited by Deloitte & Touche LLP, whose report,
along with the Funds' audited financial statements, is included in the Annual
Report which is available upon request free of charge.

[This Page Intentionally Left Blank]

OLD WESTBURY FUNDS, INC.
FINANCIAL HIGHLIGHTS
October 31, 1999
- -------------------------------------------------------------------------------
(For a share outstanding throughout each period)
<TABLE>
<CAPTION>

Net realized

and

unrealized

Net asset Net gain/(loss) on Distributions
Distributions
Period value, investment investments, Total from from net from
ended beginning income/ and foreign investment investment capital
October 31, of period (loss) currencies operations income gains
- ----------- --------- ---------- -------------- ---------- -------------
- -------------
<S> <C> <C> <C> <C> <C> <C>
Core Equities Fund
1999 $10.01 (0.03) 3.02 2.99 (0.01) --
1998
(a)(e) $10.00 (0.01) 0.02 0.01 -- --
Growth Opportunity Fund
1999 $10.63 0.04 0.64 0.68 -- --
1998 $11.82 (0.07) (1.12) (1.19) -- --
1997
(b)(e) $10.00 (0.06) 1.88 1.82 -- --
International Fund
1999 $ 9.74 0.14 2.61 2.75 (0.25) --
1998 $11.75 0.14 (1.25) (1.11) (0.18) (0.72)
1997 $11.16 0.12 0.62 0.74 (0.15) --
1996 $ 9.80 0.13 1.37 1.50 (0.14) --
1995 $10.81 0.14 (1.07) (0.93) (0.08) --
Fixed Income Fund
1999 $10.93 0.48 (0.75) (0.27) (0.51) (0.08)
1998
(c)(e) $10.00 0.28 0.65 0.93 -- --
Municipal Bond Fund
1999 $10.62 0.31 (0.65) (0.34) (0.32) (0.04)
1998
(d)(e) $10.00 0.21 0.41 0.62 -- --
- ---------------------------------------------------------------------------------------
</TABLE>

* Total return is calculated without a sales charge assuming a purchase of
shares on the first day and a sale on the last day of the period.

** Annualized.
(a) For the period from March 2, 1998 (commencement of operations) to October
31, 1998.

(b) For the period from February 28, 1997 (commencement of operations) to
October 31, 1997.

(d) For the period from March 6, 1998 (commencement of operations) to October
31, 1998.

(e) Per share values calculated using average shares outstanding.

- --------------------------------------------------------------------------------

Ratios to Average Net Assets
----------------------------------- Net

assets,
Net asset Net
end Portfolio

Total value, end Total Net investment of
period turnover
distributions of period return* Expenses income/(loss) (000
omitted) rate
- ------------- ---------- ------- ------------- ----------------
- ------------- ---------
<S> <C> <C> <C> <C>
<C> <C>
(0.01) $12.99 29.9% 1.23% (0.41)% $
84,566 116%
-- $10.01 0.1% 1.25%** (0.03)%** $
33,164 56%
-- $11.31 6.4% 1.38% 0.12%
$205,919 102%
-- $10.63 (10.1%) 1.48% (0.57%)
$113,825 140%
-- $11.82 18.2% 1.50%** (0.79%)** $
51,528 46%
(0.25) $12.24 28.8% 1.43% 0.80%
$226,072 160%
(0.90) $ 9.74 (10.2%) 1.49% 1.27%**
$123,232 129%
(0.15) $11.75 6.6% 1.50% 0.98%
$173,793 58%
(0.14) $11.16 15.5% 1.50% 1.19%
$135,794 55%
(0.08) $ 9.80 (8.6%) 1.50% 1.40%
$104,194 32%
(0.59) $10.07 (2.7)% 1.05% 4.96% $
9,208 83%
-- $10.93 9.3% 1.05%** 4.48%** $
5,599 30%
(0.36) $ 9.92 (3.3)% 1.05% 3.50% $
19,484 96%
-- $10.62 6.2% 1.05%** 3.40%** $
11,050 40%
</TABLE>

OLD WESTBURY CORE EQUITIES FUND
OLD WESTBURY GROWTH OPPORTUNITY FUND

OLD WESTBURY INTERNATIONAL FUND
OLD WESTBURY FIXED INCOME FUND

OLD WESTBURY MUNICIPAL BOND FUND

Portfolios of Old Westbury Funds, Inc.

A Statement of Additional Information (SAI) dated February 29, 2000, is
incorporated by reference into this prospectus. Additional information about
each Fund's investments is contained in the Fund's SAI and Annual and Semi-
Annual Reports to shareholders as they become available. The Annual Report
discusses market conditions and investment strategies that significantly
affected each Fund's performance during their last fiscal year. To obtain the
SAI, Annual Report, Semi-Annual Reports and other information without charge,
and make inquiries, call your investment professional or the Fund at 1-800-607-
2200.

You can obtain information about each Fund (including the SAI) by writing to
or visiting the Public Reference Room in Washington, DC. You may also access
fund information from the EDGAR Database on the SEC's Internet site at
http://www.sec.gov. You can purchase copies of this information by contacting
the SEC by email at [email protected] or by writing to the SEC's Public
Reference Section, Washington, DC 20549-0102. Call 1-202-942-8090 for
information on the Public Reference Room's operations and copying fees.

SEC File No. 811-7912

NOTES

Distributor:

Edgewood Services, Inc.
5800 Corporate Drive
Pittsburgh, PA 15237-5829

Administrator:

Federated Administrative Services
Federated Investors Tower
Pittsburgh, PA 15222-3779

Cusip 680414307 Cusip 680414208 Cusip 680414109 Cusip 680414406 Cusip 680414505
G02009-05 (2/00)

OLD WESTBURY FUNDS, INC.

Statement Of Additional Information

February 29, 2000

OLD WESTBURY CORE EQUITIES FUND

OLD WESTBURY GROWTH OPPORTUNITY FUND

OLD WESTBURY INTERNATIONAL FUND

OLD WESTBURY FIXED INCOME FUND

OLD WESTBURY MUNICIPAL BOND FUND

This Statement of Additional Information (SAI) is not a prospectus. Read this
SAI in conjunction with the prospectus for the Funds dated February 29, 2000.
This SAI incorporates by reference the Funds' Annual Report. You may obtain the
prospectus or Annual Report without charge by calling 1-800-607-2200.

CONTENTS

How Are The Funds Organized?..........................2
Securities In Which The Funds Invest..................2
Securities Descriptions, Techniques And Risks.........3
Investment Restrictions.............................. 23
Who Manages And Provides Services To The Funds?...... 25
How Do The Funds Measure Performance?................ 30
Account Information And Pricing Of Shares............ 35
How Are The Funds Taxed?............................. 36
Financial Information................................ 40
Appendix............................................. 41

HOW ARE THE FUNDS ORGANIZED?

Old Westbury Funds, Inc. (Corporation) is an open-end, management investment
company that was established under the laws of the State of Maryland on August
26, 1993.

The Funds are diversified portfolios of the Corporation. The Corporation may
offer separate series of shares representing interests in separate portfolios of
securities.

SECURITIES IN WHICH THE FUNDS INVEST

Following is a table that indicates which types of securities are a: o P =
PRINCIPAL investment of a Fund (shaded in chart); o A = ACCEPTABLE (but not
principal) investment of a Fund; or o N = NOT AN ACCEPTABLE investment of a
Fund.

<S> <C> <C> <C> <C> <C>
- --------------------------------------------------------------------------------------
SECURITIES CORE GROWTH INTERNATIONAL FIXED MUNICIPAL
EQUITIES OPPORTUNITY FUND INCOME BOND FUND
FUND FUND FUND

- --------------------------------------------------------------------------------------
- ----------------------------
AMERICAN DEPOSITARY N N A N N
RECEIPTS

- ----------------------------
- --------------------------------------------------------------------------------------
ASSET BACKED SECURITIES N N N A N
- --------------------------------------------------------------------------------------
- ----------------------------
BANK OBLIGATIONS A A A A A
- ----------------------------
- --------------------------------------------------------------------------------------
BORROWING A A A A A
- ----------------------------
- --------------------------------------------------------------------------------------
COMMERCIAL PAPER A A A A A
- ----------------------------
- --------------------------------------------------------------------------------------
COMMON STOCK OF DOMESTIC P P A N N
COMPANIES

- --------------------------------------
- ---------------------------- ------------------------------------------------
COMMON STOCK OF FOREIGN N P P N N
COMPANIES

- ---------------------------- -----------------------------
- -------------------------------------- -------------------
CONVERTIBLE SECURITIES A A A A N
- ----------------------------
- --------------------------------------------------------------------------------------
CORPORATE REORGANIZATIONS A A A A A
- ----------------------------
- --------------------------------------------------------------------------------------
DEBT OBLIGATIONS A A A P P
- ---------------------------- -------------------
- -------------------------------------------------------------------
DERIVATIVE CONTRACTS AND A A A A N
SECURITIES

- ----------------------------
- --------------------------------------------------------------------------------------
EMERGING GROWTH COMPANIES N A N N N
- ----------------------------
- --------------------------------------------------------------------------------------
EUROPEAN DEPOSITARY N N A N N
RECEIPTS

- ----------------------------
- --------------------------------------------------------------------------------------
FIXED RATE DEBT OBLIGATIONS A A A A A
- ----------------------------
- --------------------------------------------------------------------------------------
FLOATING RATE DEBT A A A A A
OBLIGATIONS

- ----------------------------
- --------------------------------------------------------------------------------------
FOREIGN CURRENCY N N A N N
TRANSACTIONS

- ----------------------------
- --------------------------------------------------------------------------------------
FOREIGN SECURITIES A P P A N
- ---------------------------- -----------------------------
- -------------------------------------- -------------------
FUTURES AND OPTIONS A A A A A
TRANSACTIONS

- ----------------------------
- --------------------------------------------------------------------------------------
GLOBAL DEPOSITARY RECEIPTS N N A N N
- ----------------------------
- --------------------------------------------------------------------------------------
HIGH YIELD SECURITIES A A A A N
- --------------------------------------------------------------------------------------
- ----------------------------
ILLIQUID AND RESTRICTED A A A A A
SECURITIES

- ----------------------------
- --------------------------------------------------------------------------------------
LENDING OF PORTFOLIO A A A A A
SECURITIES

- ----------------------------
- --------------------------------------------------------------------------------------
MONEY MARKET INSTRUMENTS A A A A A
- ----------------------------
- --------------------------------------------------------------------------------------
MORTGAGE-BACKED SECURITIES N N N A N
- ----------------------------
- --------------------------------------------------------------------------------------
MUNICIPAL SECURITIES N N N N P
- ----------------------------
- --------------------------------------------------------------------------------------
PARTICIPATION INTERESTS N N N N A
- ----------------------------
- --------------------------------------------------------------------------------------
PREFERRED STOCKS A A A N N
- ----------------------------
- --------------------------------------------------------------------------------------
REPURCHASE AGREEMENTS A A A A A
- ----------------------------
- --------------------------------------------------------------------------------------
SHARES OF OTHER INVESTMENT P A A P P
COMPANIES

- ---------------------------- -------------------
- -------------------------------------------------------------------
SHORT-SALES A N N N N
- ----------------------------
- --------------------------------------------------------------------------------------
U.S. GOVERNMENT SECURITIES A A A A A
- ----------------------------
- --------------------------------------------------------------------------------------
TEMPORARY INVESTMENTS A A A A A
- ----------------------------
- --------------------------------------------------------------------------------------
VARIABLE RATE DEMAND NOTES A A A A A
- ----------------------------
- --------------------------------------------------------------------------------------
WARRANTS A A A N N
- ----------------------------
- --------------------------------------------------------------------------------------
WHEN-ISSUED AND DELAYED A A A A A
DELIVERY TRANSACTIONS

- ----------------------------
- --------------------------------------------------------------------------------------
ZERO COUPON BONDS N N N A N
- --------------------------------------------------------------------------------------

SECURITIES DESCRIPTIONS, TECHNIQUES AND RISKS

- ---------------------------------------------------------------------------------------
</TABLE>

The following describes securities, techniques and risks used by the Funds in
addition to those described in the prospectus.

ASSET BACKED SECURITIES. Asset-Backed Securities are issued by non-governmental
entities and carry no direct or indirect government guarantee. Asset-Backed
Securities represent an interest in a pool of assets such as car loans and
credit card receivables. These securities may be in the form of pass-through
instruments or asset-backed bonds.

Payments on asset-backed securities depend upon assets held by the issuer and
collections of the underlying loans. The value of these securities depends on
many factors, including changing interest rates, the availability of information
about the pool and its structure, the credit quality of the underlying assets,
the market's perception of the servicer of the pool, and any credit enhancement
provided. Also, these securities may be subject to prepayment risk.

BANK OBLIGATIONS. Bank Obligations include negotiable certificates of deposit,
time deposits and bankers acceptances. The Funds will invest in bank instruments
(i) that have been issued by banks and savings and loans and savings banks that
have more than $2 billion in total assets and are organized under the laws of
the United States or any state; (ii) of foreign branches of these banks or of
foreign banks of equivalent size; and (iii) of U.S. branches of foreign banks of
equivalent size. The Funds will not invest in obligations for which the Adviser,
or any of its affiliated persons, is the ultimate obligor or accepting bank. The
Funds may also invest in obligations of the European Investment Bank, the
Inter-American Development Bank or the World Bank and other such similar
institutions.

BORROWING. The Funds may borrow money from banks or through reverse repurchase
agreements in amounts up to one-third of total assets and pledge some assets as
collateral. A Fund that borrows will pay interest on borrowed money and may
incur other transaction costs. These expenses can exceed the income received or
capital appreciation realized by the Fund from any securities purchased with
borrowed money. With respect to borrowings, the Funds are required to maintain
continuous asset coverage to 300% of the amount borrowed. If the coverage
declines to less than 300%, the Fund must sell sufficient portfolio securities,
even at a loss, to restore the coverage.

COMMERCIAL PAPER. The Funds may invest in commercial paper, including master
demand obligations. Master demand obligations provide for a periodic adjustment
in the interest rate paid and permit daily changes in the amount borrowed. The
commercial paper in which the Funds may invest must be rated A-1 or A-2 by
Standard & Poor's (S&P), Prime-1 or Prime-2 by Moody's Investors Service, Inc.
(Moody's), or F-1 or F-2 by Fitch IBCA, Inc. (Fitch). Master demand obligations
are governed by agreements between the issuer and Bessemer Trust Company, N.A.,
acting as agent, for no additional fee, in its capacity as investment adviser to
the Funds and as fiduciary for other clients for whom it exercises investment
discretion. The monies loaned to the borrower come from accounts managed by the
Adviser or its affiliates, pursuant to arrangements with such accounts. Interest
and principal payments are credited to such accounts. The Adviser, acting as a
fiduciary on behalf of its clients, has the right to increase or decrease the
amount provided to the borrower under an obligation. The borrower has the right
to pay without penalty all or any part of the principal amount then outstanding
on an obligation together with interest to the date of payment. Since these
obligations typically provide that the interest rate is tied to the Federal
Reserve commercial paper composite rate, the rate on master demand obligations
is subject to change. Repayment of a master demand obligation to participating
accounts depends on the ability of the borrower to pay the accrued interest and
principal of the obligation on demand which is continuously monitored by the
Adviser. Since master demand obligations typically are not rated by credit
rating agencies, the Funds may invest in such unrated obligations only if at the
time of an investment the obligation is determined by the Adviser to have a
credit quality which satisfies the Funds' quality restrictions. Although there
is no secondary market for master demand obligations, such obligations are
considered by the Funds to be liquid because they are payable upon demand. The
Funds do not have any specific percentage limitation on investments in master
demand obligations.

COMMON STOCKS. Common stocks are the most prevalent type of equity
security. Common stockholders receive the residual value of the issuer's
earnings and assets after the issuer pays its creditors and any preferred
stockholders. As a result, changes in an issuer's earnings directly influence
the value of its common stock.

CONVERTIBLE SECURITIES. Certain Funds may, as an interim alternative to
investment in common stocks, purchase investment grade convertible debt
securities having a rating of, or equivalent to, at least "BBB" by S&P or "Baa"
by Moody's, or if unrated, judged by the Adviser to be of comparable quality.
Securities rated BBB or Baa have speculative characteristics. Convertible
securities may include convertible preferred stock, convertible bonds and
convertible bonds of foreign issues. Although lower rated bonds generally have
higher yields, they are more speculative and subject to a greater risk of
default with respect to the issuer's capacity to pay interest and repay
principal than are higher rated debt securities.

In selecting convertible securities, the Adviser relies primarily on its
own evaluation of the issuer and the potential for capital appreciation through
conversion. It does not rely on the rating of the security or sell because of a
change in the rating absent a change in its own evaluation of the underlying
common stock and the ability of the issuer to pay principal and interest or
dividends when due without disrupting its business goals. Interest or dividend
yield is a factor only to the extent it is reasonably consistent with prevailing
rates for securities of similar quality and thereby provides a support level for
the market price of the security. The Funds will purchase the convertible
securities of highly leveraged issuers only when, in the judgment of the
Adviser, the risk of default is outweighed by the potential for capital
appreciation. The Funds do not intend to purchase convertible securities in
excess of 5% of the Fund's total assets.

CORPORATE REORGANIZATIONS. Each Fund may invest in securities for which a
tender or exchange offer has been made or announced and in securities of
companies for which a merger, consolidation, liquidation or reorganization
proposal has been announced if, in the judgment of the Adviser, there is
reasonable prospect of capital appreciation significantly greater than the
brokerage and other transaction expenses involved. The primary risk of such
investments is that if the contemplated transaction is abandoned, revised,
delayed or becomes subject to unanticipated uncertainties, the market price of
the securities may decline below the purchase price paid by the Funds.

In general, securities which are the subject of such an offer or proposal
sell at a premium to their historic market price immediately prior to the
announcement of the offer or proposal. However, the increased market price of
such securities may also discount what the stated or appraised value of the
security would be if the contemplated transaction were approved or consummated.
Such investments may be advantageous when the discount significantly overstates
the risk of the contingencies involved; significantly undervalues the
securities, assets or cash to be received by shareholders of the prospective
portfolio company as a result of the contemplated transaction; or fails
adequately to recognize the possibility that the offer or proposal may be
replaced or superseded by an offer or proposal of greater value. The evaluation
of such contingencies requires unusually broad knowledge and experience on the
part of the Adviser which must appraise not only the value of the issuer and its
component businesses as well as the assets or securities to be received as a
result of the contemplated transaction, but also the financial resources and
business motivation of the offerer as well as the dynamics of the business
climate when the offer or proposal is in process.

In making such investments, each Fund will not violate any of its
diversification requirements or investment restrictions (see "Investment
Restrictions") including the requirement that, with respect to 75% of its total
assets, not more than 5% of its total assets may be invested in the securities
of any one issuer. Since such investments are ordinarily short term in nature,
they will increase the turnover ratio of the Funds thereby increasing its
brokerage and other transaction expenses. The Adviser intends to select
investments of the type described which, in its view, have a reasonable prospect
of capital appreciation which is significant in relation to both the risk
involved and the potential of available alternate investments as well as monitor
the effect of such investments on the tax qualification tests of the Code. Each
Fund does not intend to purchase these securities in excess of 5% of that Fund's
total assets.

CREDIT QUALITY. The fixed income securities in which a Fund invests will be
rated at least investment grade by a nationally recognized statistical ratings
organization (NRSRO). Investment grade securities have received one of an
NRSRO's four highest ratings. Securities receiving the fourth highest rating
(Baa by Moody's or BBB by S&P or Fitch) have speculative characteristics and
changes in the market or the economy are more likely to affect the ability of
the issuer to repay its obligations when due. The Adviser will evaluate
downgraded securities and will sell any security determined not to be an
acceptable investment. International Fund, Core Equities Fund, Growth
Opportunity Fund and the Fixed Income Fund may invest up to 5% of their net
assets in securities rated below investment grade, but not below the sixth
highest rating category (commonly known as "junk bonds"). The Growth Opportunity
Fund, Core Equities Fund and Municipal Bond Fund will not invest in securities
rated below investment grade. (See "High Yield Securities")

DEBT OBLIGATIONS. The Funds may invest in the following type of debt
obligations, including bonds, notes, and debentures of corporate issuers or
governments, which may have fixed or floating rates of interest.

FIXED RATE DEBT OBLIGATIONS. Fixed rate debt obligations include fixed rate
debt securities with short-term characteristics. Fixed rate securities with
short-term characteristics are long-term debt obligations but are treated in the
market as having short maturities because call features of the securities may
make them callable within a short period of time. A fixed rate security with
short-term characteristics includes a fixed income security priced close to call
or redemption price or a fixed income security approaching maturity, where the
expectation of call or redemption is high.

Fixed rate securities exhibit more price volatility during times of rising
or falling interest rates than securities with floating rates of interest. This
is because floating rate securities, as described below, behave like short-term
instruments in that the rate of interest they pay is subject to periodic
adjustments based on a designated interest rate index. Fixed rate securities pay
a fixed rate of interest and are more sensitive to fluctuating interest rates.
In periods of rising interest rates the value of a fixed rate security is likely
to fall. Fixed rate securities with short-term characteristics are not subject
to the same price volatility as fixed rate securities without such
characteristics. Therefore, they behave more like floating rate securities with
respect to price volatility.

FLOATING RATE DEBT OBLIGATIONS. The Funds may invest in floating rate debt
obligations including increasing rate securities. Floating rate securities are
generally offered at an initial interest rate which is at or above prevailing
market rates. The interest rate paid on these securities is then reset
periodically (commonly every 90 days to an increment over some predetermined
interest rate index). Commonly utilized indices include the three-month Treasury
bill rate, the 180-day Treasury bill rate, the one-month or three-month London
Interbank Offered Rate (LIBOR), the prime rate of a bank, the commercial paper
rates, or the longer-term rates on U.S. Treasury securities. Increasing rate
securities' rates are reset periodically at different levels on a predetermined
scale. These levels of interest are ordinarily set at progressively higher
increments over time. Some increasing rate securities may, by agreement, revert
to a fixed rate status. These securities may also contain features which allow
the issuer the option to convert the increasing rate of interest to a fixed rate
under such terms, conditions, and limitations as are described in each issuer's
prospectus.

DERIVATIVE CONTRACTS AND SECURITIES. The term derivative has traditionally
been applied to certain contracts (futures, forward, option and swap contracts)
that derive their value from changes in the value of an underlying security,
currency, commodity or index. Derivatives also refer to securities that
incorporate the performance characteristics of these contracts and securities
derived from the cash flows from underlying securities, mortgages or other
obligations. While the response of certain derivatives to market changes may
differ from traditional investments like stocks and bonds, they do not
necessarily present greater market risks than traditional investments.
Derivative contracts and securities can be used to reduce or increase the
volatility of an investment portfolio's total performance.

Depending upon how a Fund uses derivative contracts and the relationships
between the market value of a derivative contract and the underlying asset,
derivative contracts may increase or decrease the Fund's exposure to market and
currency risks, and may also expose the Fund to liquidity and leverage risks.
Over-the-Counter contracts also expose the Fund to credit risks in the event
that a counterparty defaults on the contract. (See "Foreign Currency
Transactions" and "Futures and Options Transactions" herein for more
information.)

DEPOSITARY RECEIPTS. American Depositary Receipts (ADRs) are receipts,
issued by a U.S. bank, that represent an interest in shares of a foreign-based
corporation. ADRs provide a way to buy shares of foreign-based companies in the
U.S. rather than in overseas markets. European Depositary Receipts (EDRs) and
Global Depositary Receipts (GDRs) are receipts, issued by foreign banks or trust
companies, or foreign branches of U.S. banks, that represent an interest in
shares of either a foreign or U.S. corporation. Depositary Receipts may not be
denominated in the same currency as the underlying securities into which they
may be converted, and are subject to currency risks. Depositary Receipts involve
many of the same risks of investing directly in foreign securities.

EMERGING GROWTH COMPANIES. Emerging Growth Companies are companies that are
beyond their initial start-up periods but have not yet reached a state of
established growth or maturity. The nature of investing in emerging growth
companies involves a greater level of risk than would be associated when
investing in more established seasoned companies. The rate of growth of such
companies may at times be dramatic; such companies often provide new products or
services that enable them to capture a dominant or important market position, or
have a special area of expertise, or are able to take advantage of changes in
demographic factors in a more profitable way than other companies. These
companies may have limited product lines, markets or financial resources and may
lack management depth since they have not been tested by time or the
marketplace. The securities of emerging growth companies often have limited
marketability and may be subject to more volatile market movements than
securities of larger, more established growth companies or the market averages
in general. Shares of the Growth Opportunity Fund, therefore, may be subject to
greater fluctuation in value than funds investing entirely in proven growth
stocks.

FOREIGN CURRENCY TRANSACTIONS. Foreign currency transactions are generally
used to obtain foreign currencies to settle securities transactions. They can
also be used as a hedge to protect assets against adverse changes in foreign
currency exchange rates or regulations. When the Fund uses foreign currency
exchanges as a hedge, it may also limit potential gain that could result from an
increase in the value of such currencies. The Fund may be affected either
favorably or unfavorably by fluctuations in the relative rates of exchange
between the currencies of different nations.

FOREIGN CURRENCY HEDGING TRANSACTIONS. Foreign currency hedging
transactions are used to protect against foreign currency exchange rate risks.
These transactions include: forward foreign currency exchange contracts, foreign
currency futures contracts, and purchasing put or call options on foreign
currencies.

FORWARD FOREIGN CURRENCY EXCHANGE CONTRACTS. Forward Foreign Currency
Exchange Contracts (Forward Contracts) are used to minimize the risks associated
with changes in the relationship between the U.S. dollar and foreign currencies.
They are used to lock in the U.S. dollar price of a foreign security. A Forward
Contract is a commitment to purchase or sell a specific currency for an agreed
price at a future date.

If the Adviser believes a foreign currency will decline against the U.S. dollar,
a Forward Contract may be used to sell an amount of the foreign currency
approximating the value of a Fund's security that is denominated in the foreign
currency. The success of this hedging strategy is highly uncertain due to the
difficulties of predicting the values of foreign currencies, of precisely
matching Forward Contract amounts, and because of the constantly changing value
of the securities involved. The Fund will not enter into Forward Contracts for
hedging purposes in a particular currency in an amount in excess of the Fund's
assets denominated in that currency. Conversely, if the Adviser believes that
the U.S. dollar will decline against a foreign currency, a Forward Contract may
be used to buy that foreign currency for a fixed dollar amount, otherwise known
as cross-hedging.

In these transactions, the Fund will segregate assets with a market value equal
to the amount of the foreign currency purchased. Therefore, the Fund will always
have cash, cash equivalents or high quality debt securities available to cover
Forward Contracts or to limit any potential risk. The segregated assets will be
priced daily.

Forward Contracts may limit potential gain from a positive change in the
relationship between the U.S. dollar and foreign currencies. Unanticipated
changes in currency prices may result in poorer overall performance for a Fund
than if it had not engaged in such contracts.

PURCHASING AND WRITING PUT AND CALL OPTIONS. Purchasing and writing put and call
options on foreign currencies are used to protect the Fund's portfolio against
declines in the U.S. dollar value of foreign portfolio securities and against
increases in the dollar cost of foreign securities to be acquired. Writing an
option on foreign currency constitutes only a partial hedge, up to the amount of
the premium received. The Fund could lose money if it is required to purchase or
sell foreign currencies at disadvantageous exchange rates. If exchange rate
movements are adverse to the Fund's position, the Fund may forfeit the entire
amount of the premium plus related transaction costs. These options are traded
on U.S. and foreign exchanges or over-the-counter. The Fund may write (sell)
covered call options and secured put options on up to 25% of net assets and may
purchase put and call options provided that no more than 5% of net assets may be
invested in premiums on such options.

FOREIGN SECURITIES. The Funds, other than the Municipal Bond Fund, may invest in
certain foreign securities; however, the only foreign securities the Growth
Opportunity Fund may invest in are securities of Canadian based companies.
Investment in securities of foreign issuers and in obligations of foreign
branches of domestic banks involves somewhat different investment risks from
those affecting securities of U.S. domestic issuers. There may be limited
publicly available information with respect to foreign issuers, and foreign
issuers are not generally subject to uniform accounting, auditing and financial
standards and requirements comparable to those applicable to domestic companies.
Dividends and interest paid by foreign issuers may be subject to withholding and
other foreign taxes which may decrease the net return on foreign investments as
compared to dividends and interest paid to the Funds by domestic companies.

Investors should realize that the value of the Funds' investments in foreign
securities may be adversely affected by changes in political or social
conditions, diplomatic relations, confiscatory taxation, expropriation,
nationalization, limitation on the removal of funds or assets, or imposition of
(or change in) exchange control or tax regulations in those foreign countries.
In addition, changes in government administrations or economic or monetary
policies in the United States or abroad could result in appreciation or
depreciation of portfolio securities and could favorably or unfavorably affect
the Funds' operations. Furthermore, the economies of individual foreign nations
may differ from the U.S. economy, whether favorably or unfavorably, in areas
such as growth of gross national product, rate of inflation, capital
reinvestment, resource self-sufficiency and balance of payments position; it may
also be more difficult to obtain and enforce a judgment against a foreign
issuer. Any foreign investments made by the Funds must be made in compliance
with U.S. foreign currency restrictions and tax laws restricting the amounts and
types of foreign investments.

Investments are made primarily in those regions where, in the opinion of the
Funds' Adviser, there are opportunities to achieve superior investment returns
relative to other investment opportunities outside the United States. The
International Fund does not, however, generally invest in debt or equity
securities of U.S. issuers. The International Fund emphasizes those industrial
sectors of the world's market which, in the opinion of its Adviser, offer the
most attractive risk/reward relationships. Securities of any given issuer are
evaluated on the basis of such measures as price/earnings ratios, price/book
ratios, cash flows and dividend and interest income.

Since investments in foreign securities may involve foreign currencies, the
value of a Fund's assets as measured in U.S. dollars may be affected favorably
or unfavorably by changes in currency rates and exchange control regulations,
including currency blockage.

In addition, while the volume of transactions effected on foreign stock
exchanges has increased in recent years, in most cases it remains appreciably
below that of domestic security exchanges. Accordingly, the Funds' foreign
investments may be less liquid and their prices may be more volatile than
comparable investments in securities of U.S. companies. Moreover, the settlement
periods for foreign securities, which are often longer than those for securities
of U.S. issuers, may affect portfolio liquidity. In buying and selling
securities on foreign exchanges, purchasers normally pay fixed commissions that
are generally higher than the negotiated commissions charged in the United
States. In addition, there is generally less government supervision and
regulation of securities exchanges, brokers and issuers located in foreign
countries than in the United States.

CANADIAN COMPANIES. The Growth Opportunity Fund may invest more than 10% of its
total assets in Canadian Securities. Canadian securities are sensitive to
conditions within Canada, but also tend to follow the U.S. market. The country's
economy relies strongly on the production and processing of natural resources.
Also, the government has attempted to reduce restrictions against foreign
investment, and its trade agreements with the U.S. and Mexico are expected to
increase trade. Also, demand by many citizens in the Province of Quebec for
secession from Canada may significantly impact the Canadian economy. In
addition, the value in U.S. dollars of the Fund's assets denominated in Canadian
currency may be affected by changes in exchange rates and regulations.

FUTURES AND OPTIONS TRANSACTIONS. As a means of reducing fluctuations in its net
asset value, a Fund may buy and sell futures contracts and options on futures
contracts, and buy put and call options on portfolio securities and securities
indices to hedge its portfolio. A Fund may also write covered put and call
options on portfolio securities to attempt to increase its current income or to
hedge its portfolio. There is no assurance that a liquid secondary market will
exist for any particular futures contract or option at any particular time. The
Fund's ability to establish and close out futures and options positions depends
on this secondary market.

FUTURES CONTRACTS. A futures contract is a commitment by two parties under which
one party agrees to make delivery of an asset (seller) and another party agrees
to take delivery of the asset at a certain time in the future. A futures
contract may involve a variety of assets including commodities (such as oil,
wheat, or corn) or a financial asset (such as a security). A Fund may purchase
and sell financial futures contracts to hedge against anticipated changes in the
value of its portfolio without necessarily buying or selling the securities.
Although some financial futures contracts call for making or taking delivery of
the underlying securities, in most cases these obligations are closed out before
the settlement date. The closing of a futures contract is accomplished by
purchasing or selling an identical offsetting futures contract. Other financial
futures contracts call for cash settlements.

A Fund may purchase and sell stock index futures contracts to hedge against
anticipated price changes with respect to any stock index traded on a recognized
stock exchange or board of trade. A stock index futures contract is an agreement
in which two parties agree to take or make delivery of an amount of cash equal
to the difference between the price of the original contract and the value of
the index at the close of the last trading day of the contract. No physical
delivery of the underlying securities in the index is made. Settlement is made
in cash upon termination of the contract.

MARGIN IN FUTURES TRANSACTIONS. Since a Fund does not pay or receive money upon
the purchase or sale of a futures contract, it is required to deposit an amount
of initial margin in cash, U.S. government securities or highly-liquid debt
securities as a good faith deposit. The margin is returned to the Fund upon
termination of the contract. Initial margin in futures transactions does not
involve borrowing to finance the transactions.

As the value of the underlying futures contract changes daily, the Fund pays or
receives cash, called variation margin, equal to the daily change in value of
the futures contract. This process is known as marking to market. Variation
margin does not represent a borrowing or loan by the Fund. It may be viewed as a
settlement between the Fund and the broker of the amount one would owe the other
if the futures contract expired. When the Fund purchases futures contracts, an
amount of cash and/or cash equivalents, equal to the underlying commodity value
of the futures contracts (less any related margin deposits), will be deposited
in a segregated account with the Fund's custodian to collateralize the position
and insure that the use of futures contracts is unleveraged. The Fund is also
required to deposit and maintain margin when it writes call options on futures
contracts.

A Fund will not enter into a futures contract or purchase an option thereon for
other than hedging purposes if immediately thereafter the initial margin
deposits for futures contracts held by it, plus premiums paid by it for open
options on futures contracts, would exceed 5% of the market value of its net
assets, after taking into account the unrealized profits and losses on those
contracts it has entered into. However, in the case of an option that is
in-the-money at the time of purchase, the in-the-money amount may be excluded in
computing such 5%.

PUT OPTIONS ON FINANCIAL AND STOCK INDEX FUTURES CONTRACTS. A Fund may purchase
listed put options on financial and stock index futures contracts to protect
portfolio securities against decreases in value. Unlike entering directly into a
futures contract, which requires the purchaser to buy a financial instrument on
a set date at a specified price, the purchase of a put option on a futures
contract entitles (but does not obligate) its purchaser to decide on or before a
future date whether to assume a short position at the specified price.

Generally, if the hedged portfolio securities decrease in value during the term
of an option, the related futures contracts will also decrease in value and the
option will increase in value. In such an event, the Fund will normally close
out its option by selling an identical option. If the hedge is successful, the
proceeds received by the Fund upon the sale of the second option will be large
enough to offset both the premium paid by the Fund for the original option plus
the decrease in value of the hedged securities.

Alternatively, a Fund may exercise its put option to close out the position. To
do so, it would simultaneously enter into a futures contract of the type
underlying the option (for a price less than the strike price of the option) and
exercise the option. The Fund would then deliver the futures contract in return
for payment of the strike price. If the Fund neither closes out nor exercises an
option, the option will expire on the date provided in the option contract, and
only the premium paid for the contract will be lost.

A Fund may also write (sell) listed put options on financial or stock index
futures contracts to hedge its portfolio against a decrease in market interest
rates or an increase in stock prices. A Fund will use these transactions to
purchase portfolio securities in the future at price levels existing at the time
it enters into the transaction. When a Fund sells a put on a futures contract,
it receives a cash premium in exchange for granting to the buyer of the put the
right to receive from the Fund, at the strike price, a short position in such
futures contract. This is so even though the strike price upon exercise of the
option is greater than the value of the futures position received by such
holder. As market interest rates decrease or stock prices increase, the market
price of the underlying futures contract normally increases. When the underlying
futures contract increases, the buyer of the put option has less reason to
exercise the put because the buyer can sell the same futures contract at a
higher price in the market. If the value of the underlying futures position is
not such that exercise of the option would be profitable to the option holder,
the option will generally expire without being exercised. The premium received
by the Fund can then be used to offset the higher prices of portfolio securities
to be purchased in the future.

In order to avoid the exercise of an option sold by it, generally a Fund will
cancel its obligation under the option by entering into a closing purchase
transaction, unless it is determined to be in the Fund's interest to deliver the
underlying futures position. A closing purchase transaction consists of the
purchase by the Fund of an option having the same term as the option sold by the
Fund, and has the effect of canceling the Fund's position as a seller. The
premium which the Fund will pay in executing a closing purchase transaction may
be higher than the premium received when the option was sold, depending in large
part upon the relative price of the underlying futures position at the time of
each transaction. If the hedge is successful, the cost of buying the second
option will be less than the premium received by the Fund for the initial
option.

CALL OPTIONS ON FINANCIAL AND STOCK INDEX FUTURES CONTRACTS. A Fund may write
(sell) listed and over-the-counter call options on financial and stock index
futures contracts to hedge its portfolio. When the Fund writes a call option on
a futures contract, it undertakes to sell a futures contract at the fixed price
at any time during the life of the option. As stock prices fall or market
interest rates rise, causing the prices of futures to go down, the Fund's
obligation to sell a futures contract costs less to fulfill, causing the value
of the Fund's call option position to increase. In other words, as the
underlying futures price goes down below the strike price, the buyer of the
option has no reason to exercise the call, so that the Fund keeps the premium
received for the option. This premium can substantially offset the drop in value
of the Fund's portfolio securities.

Prior to the expiration of a call written by a Fund, or exercise of it by the
buyer, the Fund may close out the option by buying an identical option. If the
hedge is successful, the cost of the second option will be less than the premium
received by the Fund for the initial option. The net premium income of the Fund
will then substantially offset the decrease in value of the hedged securities.

A Fund may buy a listed call option on a financial or stock index futures
contract to hedge against decreases in market interest rates or increases in
stock price. A Fund will use these transactions to purchase portfolio securities
in the future at price levels existing at the time it enters into the
transaction. When a Fund purchases a call on a financial futures contract, it
receives in exchange for the payment of a cash premium the right, but not the
obligation, to enter into the underlying futures contract at a strike price
determined at the time the call was purchased, regardless of the comparative
market value of such futures position at the time the option is exercised. The
holder of a call option has the right to receive a long (or buyer's) position in
the underlying futures contract. As market interest rates fall or stock prices
increase, the value of the underlying futures contract will normally increase,
resulting in an increase in value of the Fund's option position. When the market
price of the underlying futures contract increases above the strike price plus
premium paid, the Fund could exercise its option and buy the futures contract
below market price. Prior to the exercise or expiration of the call option, the
Fund could sell an identical call option and close out its position. If the
premium received upon selling the offsetting call is greater than the premium
originally paid, the Fund has completed a successful hedge.

LIMITATION ON OPEN FUTURES POSITIONS. A Fund will not maintain open positions in
futures contracts it has sold or call options it has written on futures
contracts if together the value of the open positions exceeds the current market
value of the Fund's portfolio plus or minus the unrealized gain or loss on those
open positions, adjusted for the correlation of volatility between the hedged
securities and the futures contracts. If this limitation is exceeded at any
time, the Fund will take prompt action to close out a sufficient number of open
contracts to bring its open futures and options positions within this
limitation.

PURCHASING PUT AND CALL OPTIONS ON SECURITIES. A Fund may purchase put options
on portfolio securities to protect against price movements in the Fund's
portfolio. A put option gives the Fund, in return for a premium, the right to
sell the underlying security to the writer (seller) at a specified price during
the term of the option. A Fund may purchase call options on securities
acceptable for purchase to protect against price movements by locking in on a
purchase price for the underlying security. A call option gives the Fund, in
return for a premium, the right to buy the underlying security from the seller
at a specified price during the term of the option.

WRITING COVERED CALL AND PUT OPTIONS ON SECURITIES. A Fund may write covered
call and put options to generate income and thereby protect against price
movements in the Fund's portfolio securities. As writer of a call option, the
Fund has the obligation, upon exercise of the option during the option period,
to deliver the underlying security upon payment of the exercise price. The Fund
may only sell call options either on securities held in its portfolio or on
securities which it has the right to obtain without payment of further
consideration (or has segregated cash or U.S. government securities in the
amount of any additional consideration). As a writer of a put option, the Fund
has the obligation to purchase a security from the purchaser of the option upon
the exercise of the option. In the case of put options, the Fund will segregate
cash or U.S. Treasury obligations with a value equal to or greater than the
exercise price of the underlying securities.

STOCK INDEX OPTIONS. A Fund may purchase or sell put or call options on stock
indices listed on national securities exchanges or traded in the
over-the-counter market. A stock index fluctuates with changes in the market
values of the stocks included in the index. Upon the exercise of the option, the
holder of a call option has the right to receive, and the writer of a put option
has the obligation to deliver, a cash payment equal to the difference between
the closing price of the index and the exercise price of the option. The
effectiveness of purchasing stock index options will depend upon the extent to
which price movements in the Fund's portfolio correlate with price movements of
the stock index selected. The value of an index option depends upon movements in
the level of the index rather than the price of a particular stock. Accordingly,
successful use by a Fund of options on stock indices will be subject to the
Adviser correctly predicting movements in the directions of the stock market
generally or of a particular industry. This requires different skills and
techniques than predicting changes in the price of individual stocks.

OVER-THE-COUNTER OPTIONS. Over-the-counter options are two-party contracts with
price and terms negotiated between buyer and seller. In contrast,
exchange-traded options are third-party contracts with standardized strike
prices and expiration dates and are purchased from a clearing corporation.
Exchange-traded options have a continuous liquid market while over-the-counter
options may not. A Fund may generally purchase and write over-the-counter
options on portfolio securities or securities indices in negotiated transactions
with the buyers or writers of the options when options on the Fund's portfolio
securities or securities indices are not traded on an exchange. The Fund
purchases and writes options only with investment dealers and other financial
institutions deemed creditworthy by the Adviser.

RISKS. When a Fund uses futures and options on futures as hedging devices, there
is a risk that the prices of the securities or foreign currency subject to the
futures contracts may not correlate perfectly with the prices of the securities
or currency in the Fund's portfolio. This may cause the futures contract and any
related options to react differently to market changes than the portfolio
securities or foreign currency. In addition, the Adviser could be incorrect in
its expectations about the direction or extent of market factors such as stock
price movements or foreign currency exchange rate fluctuations. In these events,
the Fund may lose money on the futures contract or option.

When a Fund purchases futures contracts, an amount of cash and cash equivalents,
equal to the underlying commodity value of the futures contracts (less any
related margin deposits), will be deposited in a segregated account with the
Fund's custodian or the broker, to collateralize the position and thereby insure
that the use of such futures contract is unleveraged. When the Fund sells
futures contracts, it will either own or have the right to receive the
underlying future or security, or will make deposits to collateralize the
position as discussed above.

HIGH YIELD SECURITIES. The issuers of debt obligations having speculative
characteristics may experience difficulty in paying principal and interest when
due in the event of a downturn in the economy or unanticipated corporate
developments. The market prices of such securities (commonly known as "junk
bonds") may become increasingly volatile in periods of economic uncertainty.
Moreover, adverse publicity or the perceptions of investors over which the
Adviser has no control, whether or not based on fundamental analysis, may
decrease the market price and liquidity of such investments. Although the
Adviser will attempt to avoid exposing each Fund to such risks, there is no
assurance that it will be successful or that a liquid secondary market will
continue to be available for the disposition of such securities. International
Fund, Core Equities Fund and Fixed Income Fund may purchase or hold not more
than 5% of its net assets in securities rated below investment grade (but not
lower than the sixth highest rating). Growth Opportunity Fund may purchase or
hold not more than 5% or its assets in convertible debt securities regardless of
their ratings. Municipal Bond Fund will not invest in securities rated below
investment grade.

The market for unrated securities may not be as liquid as the market for rated
securities, which may result in depressed prices for the Funds in the disposal
of such nonrated securities. There is no established secondary market for many
of these securities. The Adviser cannot anticipate whether these securities
could be sold other than to institutional investors. There is frequently no
secondary market for the resale of those debt obligations that are in default.
The limited market for these securities may affect the amount actually realized
by each Fund upon such sale. Such sale may result in a loss to each Fund. There
are certain risks involved in applying credit ratings as a method of evaluating
high yield securities. For example, while credit rating agencies evaluate the
safety of principal and interest payments, they do not evaluate the market risk
of the securities and the securities may decrease in value as a result of credit
developments.

Lower rated and nonrated securities tend to offer higher yields than higher
rated securities with the same maturities because the creditworthiness of the
obligors of lower rated securities may not have been as strong as that of other
issuers. Since there is a general perception that there are greater risks
associated with the lower-rated securities in each Fund, the yields and prices
of such securities tend to fluctuate more with changes in the perceived quality
of the credit of their obligors. In addition, the market value of high yield
securities may fluctuate more than the market value of higher rated securities
since high yield securities tend to reflect short-term market developments to a
greater extent than higher rated securities, which fluctuate primarily in
response to the general level of interest rates, assuming that there has been no
change in the fundamental credit quality of such securities. High yield
securities are also more sensitive to adverse economic changes and events
affecting specific issuers than are higher rated securities. Periods of economic
uncertainty can be expected to result in increased market price volatility of
the high yield securities. High yield securities may also be directly and
adversely affected by variables such as interest rates, unemployment rates,
inflation rates and real growth in the economy and may be more susceptible to
variables such as adverse publicity and negative investor perception than are
more highly rated securities, particularly in a limited secondary market. Lower
rated securities generally involve greater risks of loss of income and principal
than higher rated securities. The obligors of lower rated securities possess
less creditworthy characteristics than the obligors of higher rated securities,
as is evidenced by those securities that have experienced a downgrading in
rating or that are in default. The evaluation of the price of such securities is
highly speculative and volatile. As such, these evaluations are very sensitive
to the latest available public information relating to developments concerning
such securities.

ILLIQUID AND RESTRICTED SECURITIES. The Funds may purchase securities which are
subject to legal or contractual delays, restrictions, and costs on resale.
Because of time limitations, the Funds might not be able to dispose of these
securities at reasonable prices or at times advantageous to the Fund. The Fund
intends to limit the purchase of restricted securities which have not been
determined by the Adviser to be liquid, together with other securities
considered to be illiquid, including repurchase agreements providing for
settlement in more than seven days after notice, to not more than 15% of its
assets.

INVERSE FLOATERS. Certain securities issued by agencies of the U.S. government
(agency securities) that include a class bearing a floating rate of interest
also may include a class whose yield floats inversely against a specified index
rate. These "inverse floaters" are more volatile than conventional fixed income
or floating rate classes of an agency security and the yield thereon, as well as
the value thereof, will fluctuate in inverse proportion to changes in the index
on which interest rate adjustments are based. As a result, the yield on an
inverse floater class of an agency security will generally increase when market
yields (as reflected by the index) decrease and decrease when market yields
increase. The extent of the volatility of inverse floaters depends on the extent
of anticipated changes in market rates of interest. Generally, inverse floaters
provide for interest rate adjustments based upon a multiple of the specified
interest index, which further increases their volatility. The degree of
additional volatility will be directly proportional to the size of the multiple
used in determining interest rate adjustments.

LENDING OF PORTFOLIO SECURITIES. In order to generate additional income, a Fund
may lend portfolio securities to securities broker-dealers or financial
institutions if: (1) the loan is collateralized in accordance with applicable
regulatory requirements including collateralization continuously at no less than
100% by marking to market daily, (2) the loan is subject to termination by a
Fund at any time, (3) a Fund receives reasonable interest or fee payments on the
loan, (4) a Fund is able to exercise all voting rights with respect to the
loaned securities and (5) the loan will not cause the value of all loaned
securities to exceed one-third of the value of a Fund's assets.

If the borrower fails to maintain the requisite amount of collateral, the loan
automatically terminates and a Fund can use the collateral to replace the
securities while holding the borrower liable for any excess of replacement cost
over the value of the collateral. As with any extension of credit, there are
risks of delay in recovery and in some cases even loss of rights in collateral
should the borrower of the securities fail financially. In addition, if a Fund
is unable to get the securities back on a timely basis, the Fund may lose
certain investment opportunities. The Funds are also subject to the risks
associated with the investment of cash collateral, usually fixed-income
securities risk. The International Fund does not currently intend to lend
portfolio securities in excess of 5% of its total assets. The Core Equities
Fund, Growth Opportunity Fund, Fixed Income Fund and Municipal Bond Fund do not
currently intend to lend portfolio securities.

MONEY MARKET INSTRUMENTS. The Funds may invest in money market instruments
including obligations of the U.S. government and its agencies and
instrumentalities, other short-term debt securities, commercial paper, bank
obligations and money market mutual funds.

MORTGAGE-BACKED SECURITIES. Fixed Income Fund may invest in mortgage-backed
securities. Generally, homeowners have the option to prepay their mortgages at
any time without penalty. Homeowners frequently refinance high rate mortgages
when mortgage rates fall. This results in the prepayment of mortgage backed
securities, which deprives holders of the securities of the higher yields.
Conversely, when mortgage rates increase, prepayments due to refinancings
decline. This extends the life of mortgage backed securities with lower yields.
As a result, increases in prepayments of premium mortgage backed securities, or
decreases in prepayments of discount mortgage backed securities, may reduce
their yield and price.

This relationship between interest rates and mortgage prepayments makes the
price of mortgage backed securities more volatile than most other types of fixed
income securities with comparable credit risks. Mortgage backed securities tend
to pay higher yields to compensate for this volatility.

COLLATERALIZED MORTGAGE OBLIGATIONS (CMOS). The following example illustrates
how mortgage cash flows are prioritized in the case of CMOs - most of the CMOs
in which the Fixed Income Fund invests use the same basic structure: (1) Several
classes of securities are issued against a pool of mortgage collateral. A common
structure may contain four classes of securities. The first three (A, B, and C
bonds) pay interest at their stated rates beginning with the issue date, and the
final class (Z bond) typically receives any excess income from the underlying
investments after payments are made to the other classes and receives no
principal or interest payments until the shorter maturity classes have been
retired, but then receives all remaining principal and interest payments; (2)
The cash flows from the underlying mortgages are applied first to pay interest
and then to retire securities; (3) The classes of securities are retired
sequentially. All principal payments are directed first to the shortest-maturity
class (or A bond). When those securities are completely retired, all principal
payments are then directed to the next shortest-maturity security (or B bond).
This process continues until all of the classes have been paid off.

Because the cash flow is distributed sequentially instead of pro rata, as with
pass-through securities, the cash flows and average lives of CMOs are more
predictable, and there is a period of time during which the investors in the
longer-maturity classes receive no principal paydowns. The interest portion of
these payments is distributed by the Funds as income, and the capital portion is
reinvested.

MUNICIPAL SECURITIES. Municipal Securities are generally issued to finance
public works such as airports, bridges, highways, housing, hospitals, mass
transpiration projects, schools, streets, and water and sewer works. They are
also issued to repay outstanding obligations, to raise funds for general
operating expenses, and to make loans to other public institutions and
facilities.

Municipal securities include industrial development bonds issued by or on behalf
of public authorities to provide financing aid to acquire sites or construct and
equip facilities for privately or publicly owned corporations. The availability
of this financing encourages these corporations to locate within the sponsoring
communities and thereby increases local employment.

The two principal classifications of municipal securities are "general
obligation" and "revenue" bonds. General obligation bonds are secured by the
issuer's pledge of its full faith and credit and taxing power for the payment of
principal and interest. Interest on and principal of revenue bonds, however, are
payable only from the revenue generated by the facility financed by the bond or
other specified sources of revenue. Revenue bonds do not represent a pledge of
credit or create any debt of or charge against the general revenues of a
municipality or public authority. Industrial development bonds are typically
classified as revenue bonds.

MUNICIPAL LEASES. Municipal leases are obligations issued by state and local
governments or authorities to finance the acquisition of equipment and
facilities and may be considered illiquid. They may take the form of a lease, an
installment purchase contract, or a conditional sales contract.

Lease obligations may be limited by municipal charter or the nature of the
appropriation for the lease. In particular, lease obligations may be subject to
periodic appropriation. If the entity does not appropriate funds for future
lease payments, the entity cannot be compelled to make such payments.
Furthermore, a lease may provide that the participants cannot accelerate lease
obligations upon default. The participant can only enforce lease payments as
they became due. In the event of a default or failure of appropriation, unless
the participation interests are credit enhanced, it is unlikely that the
participants will be able to obtain an acceptable substitute source of payment.

VARIABLE RATE MUNICIPAL SECURITIES. The Fund may purchase municipal securities
that have variable interest rates. Variable interest rates are ordinarily stated
as a percentage of a published interest rate, interest rate index, or some
similar standard, such as the 91-day U.S. Treasury bill rate.

Many variable rate municipal securities are subject to payment of principal on
demand by the Fund usually in not more than seven days. All variable rate
municipal securities will meet the quality standards for the Fund.

MUNICIPAL BOND INSURANCE. The Municipal Bond Fund may purchase municipal
securities covered by insurance which guarantees the timely payment of principal
at maturity and interest on such securities. These insured municipal securities
are either (1) covered by an insurance policy applicable to a particular
security, whether obtained by the issuer of the security or by a third party
(Issuer-Obtained Insurance) or (2) insured under master insurance policies
issued by municipal bond insurers, which may be purchased by the Fund. The
premiums for the Policies may be paid by the Fund and the yield on the Fund's
investments may be reduced thereby.

The Fund may require or obtain municipal bond insurance when purchasing
municipal securities which would not otherwise meet the Fund's quality
standards. The Fund may also require or obtain municipal bond insurance when
purchasing or holding specific municipal securities, when, in the opinion of the
Fund's Adviser, such insurance would benefit the Fund (for example, through
improvement of portfolio quality or increased liquidity of certain securities).
Issuer-Obtained Insurance policies are noncancellable and continue in force as
long as the municipal securities are outstanding and their respective insurers
remain in business. If a municipal security is covered by Issuer-Obtained
Insurance, then such security need not be insured by the Policies purchased by
the Fund.

PARTICIPATION INTERESTS. The Municipal Bond Fund may purchase participation
interests from financial institutions such as commercial banks, savings
associations, and insurance companies. These participation interests give the
Fund an undivided interest in municipal securities. The financial institutions
from which the Fund purchases participation interests frequently provide or
secure irrevocable letters of credit or guarantees to assure that the
participation interests are of high quality. The Directors will determine that
participation interests meet the prescribed quality standards of the Fund.

PREFERRED STOCKS. Preferred stocks have the right to receive specified dividends
or distributions before the payment of dividends or distributions on common
stock. Some preferred stocks also participate in dividends and distributions
paid on common stock. Preferred stocks may provide for the issuer to redeem the
stock on a specified date. The Fund may treat such redeemable preferred stock as
a fixed income security.

REPURCHASE AGREEMENTS. A repurchase agreement is an instrument under which the
purchaser (i.e., a Fund) acquires a debt security and the seller agrees, at the
time of the sale, to repurchase the obligation at a mutually agreed upon time
and price, thereby determining the yield during the purchaser's holding period.
This results in a fixed rate of return insulated from market fluctuations during
such period. The underlying securities are ordinarily U.S. Treasury or other
government obligations or high quality money market instruments. A Fund will
require that the value of such underlying securities, together with any other
collateral held by the Fund, always equals or exceeds the amount of the
repurchase obligations of the vendor. While the maturities of the underlying
securities in repurchase agreement transactions may be more than one year, the
term of such repurchase agreement will always be less than one year. A Fund's
risk is primarily that, if the seller defaults, the proceeds from the
disposition of underlying securities and other collateral for the seller's
obligation are less than the repurchase price. If the seller becomes bankrupt,
the Fund might be delayed in selling the collateral. Under the Investment
Company Act of 1940, as amended (the "1940 Act"), repurchase agreements are
considered loans. Repurchase agreements usually are for short periods, such as
one week or less, but could be longer. The Funds will not enter into repurchase
agreements of a duration of more than seven days if, taken together with other
illiquid securities, more than 15% of that Fund's net assets would be so
invested. Under normal market conditions, the Funds do not intend to purchase
repurchase agreements in excess of 5% of that Fund's net assets.

SHARES OF OTHER INVESTMENT COMPANIES. The Funds may invest their assets in
securities of other investment companies as an efficient means of carrying out
their investment policies. Investment companies incur certain expenses, such as
management fees, and, therefore, any investment by the Funds in shares of other
investment companies may be subject to such duplicate expenses.

SMALL AND MID CAPITALIZATION STOCKS. Small market companies (Small-Cap
Companies) are those with market capitalizations of $4 billion or less at the
time of Growth Opportunity Fund's investment. Many Small-Cap Companies will have
had their securities publicly traded, if at all, for only a short period of time
and will not have had the opportunity to establish a reliable trading pattern
through economic cycles. Investing in small and mid capitalization stocks may
involve greater risk than investing in large capitalization stocks and more
established companies, since they can be subject to greater volatility. The
price volatility of Small-Cap Companies is relatively higher than larger, more
mature companies. The greater price volatility of Small-Cap Companies may result
from the fact that there may be less market liquidity, less information publicly
available or few investors who monitor the activities of these companies.
Further, in addition to exhibiting greater volatility, the stocks of Small-Cap
Companies may, to some degree, fluctuate independently of the stocks of large
companies. That is, the stocks of Small-Cap Companies may decline in price as
the price of large company stocks rise or vice versa. In addition, the market
prices of these securities may exhibit more sensitivity to changes in industry
or general economic conditions. Some Small-Cap Companies will not have been in
existence long enough to experience economic cycles or to know whether they are
sufficiently well managed to survive downturns or inflationary periods. Further,
a variety of factors may affect the success of a company's business beyond the
ability of its management to prepare or compensate for them, including domestic
and international political developments, government trade and fiscal policies,
patterns of trade and war or other military conflict which may affect particular
industries or markets or the economy generally.

Mid capitalization companies (Mid-Cap Companies) are those with market
capitalizations between $1 billion and $4 billion. The risks associated with
investments in Mid-Cap Companies are similar to those associated with Small-Cap
Companies as discussed above.

SHORT SALES. Core Equities Fund may make short sales. A short sale occurs when a
borrowed security is sold in anticipation of a decline in its price. If the
decline occurs, shares equal in number to those sold short can be purchased at
the lower price. If the price increases, the higher price must be paid. The
purchased shares are then returned to the original lender. Risk arises because
no loss limit can be placed on the transaction. When the Fund enters into a
short sale, assets equal to the market price of the securities sold short or any
lesser price at which the Fund can obtain such securities, are segregated on the
Fund's records and maintained until the Fund meets its obligations under the
short sale.

The Fund will not sell securities short unless it (1) owns, or has a right to
acquire, an equal amount of such securities, or (2) has segregated an amount of
its other assets equal to the lesser of the market value of the securities sold
short or the amount required to acquire such securities. The segregated amount
will not exceed 25% of the Fund's net assets. While in a short position, the
Fund will retain the securities, rights, or segregated assets. Short selling may
accelerate the recognition of gains.

U.S. GOVERNMENT SECURITIES. The Funds may invest in U.S. government
securities which include:

o direct obligations of the U.S. Treasury, such as U.S. Treasury bills,
notes, and bonds;

o notes, bonds, and discount notes issued or guaranteed by U.S. government
agencies and instrumentalities supported by the full faith and credit of
the United States;

o notes bonds, and discount notes of U.S. government agencies or
instrumentalities which receive or have access to federal funding; and

o notes, bonds and discount notes of other U.S. government instrumentalities
supported by the credit of the instrumentalities.

Some obligations issued or guaranteed by agencies or instrumentalities of
the U.S. government are backed by the full faith and credit of the U.S.
Treasury. No assurances can be given that the U.S. government will provide
financial support to other agencies or instrumentalities, since it is not
obligated to do so. These instrumentalities are supported by:

o the issuer's right to borrow an amount limited to a specific line of credit
from the U.S. Treasury;

o the discretionary authority of the U.S. government to purchase certain
obligations of an agency or instrumentality; or

o the credit of the agency or instrumentality.

TEMPORARY INVESTMENTS. Each Fund may maintain up to 100% of its assets in
Money Market Instruments for temporary, defensive purposes. This reserve
position provides flexibility in meeting redemptions, expenses, and the timing
of new investments, and serves as a short-term defense during periods of unusual
market volatility. The Money Market Instruments for the Core Equities, Growth
Opportunity and Fixed Income Funds include obligations of the U.S. government
and its agencies and instrumentalities, other short-term debt securities which
are rated in the two top categories by Moody's or S&P or, if unrated, are of
comparable quality as determined by the Adviser, commercial paper, bank
obligations and money market mutual funds. The Money Market Instruments for
International Fund include domestic and foreign government obligations, bank
obligations, commercial paper and short-term securities which are rated in the
top two categories by Moody's or S&P or, if unrated, are of comparable quality
as determined by the Adviser. The Money Market Instruments for Municipal Bond
Fund include taxable or tax-exempt obligations of the U.S. government and its
agencies and instrumentalities, short-term debt securities of municipal or
corporate issuers, domestic and foreign government obligations, bank
obligations, commercial paper and short-term securities which are rated in the
two top categories by Moody's or S&P or, if unrated, of comparable quality as
determined by the Adviser. Although Municipal Bond Fund is permitted to take
temporary, taxable investments, there is no current intention of generating
income subject to Federal regular income tax.

VARIABLE RATE DEMAND NOTES. Variable rate demand notes are long-term
corporate debt instruments that have variable or floating interest rates and
provide a Fund with the right to tender the security for repurchase at its
stated principal amount plus accrued interest. Such securities typically bear
interest at a rate that is intended to cause the securities to trade at par. The
interest rate may float or be adjusted at regular intervals (ranging from daily
to annually), and is normally based on an interest rate index or a published
interest rate. Many variable rate demand notes allow a Fund to demand the
repurchase of the security on not more than seven days prior notice. Other notes
only permit a Fund to tender the security at the time of each interest rate
adjustment or at other fixed intervals.

WARRANTS. Warrants give a Fund the option to buy the issuer's stock or
other equity securities at a specified price. The Fund may buy the designated
shares by paying the exercise price before the warrant expires. Warrants may
become worthless if the price of the stock does not rise above the exercise
price by the expiration date. Rights are the same as warrants, except they are
typically issued to existing stockholders. The Fund's do not intend to purchase
warrants and rights in excess of 5% of each Fund's total assets.

WHEN-ISSUED AND DELAYED DELIVERY TRANSACTIONS. These transactions are made
to secure what is considered to be an advantageous price or yield. Settlement
dates may be a month or more after entering into these transactions, and the
market values of the securities purchased may vary from the purchase prices.
Other than normal transaction costs, no fees or expenses are incurred. However,
liquid assets of a Fund are segregated on a Fund's records at the trade date in
an amount sufficient to make payment for the securities to be purchased. These
assets are marked to market daily and are maintained until the transaction has
been settled.

ZERO COUPON BONDS. Fixed Income Fund may invest in zero coupon bonds. These
are bonds which are sold at a discount to their stated value and do not pay any
periodic interest.

INVESTMENT RESTRICTIONS

- -------------------------------------------------------------------------------

FUNDAMENTAL LIMITATIONS

The following investment limitations are fundamental and cannot be changedunless
approved by a majority of the outstanding shares of the Corporation. The term
"majority of outstanding shares" means the vote of the lesser of (i) 67% or more
of the shares of the Corporation present at a meeting, if the holders of more
than 50% of the outstanding shares of the Corporation are present or represented
by proxy, or (ii) more than 50% of the outstanding shares of the Corporation.
The Funds may not:

1. Purchase securities on margin or borrow money, except (a) from banks for
extraordinary or emergency purposes (not for leveraging or investment) or
(b) by engaging in reverse repurchase agreements, provided that (a) and (b)
in the aggregate do not exceed an amount equal to one-third of the value of
the total assets of a Fund less its liabilities (not including the amount
borrowed) at the time of the borrowing, and further provided that 300%
asset coverage is maintained at all times, and except that a deposit or
payment by such Fund of initial or variation margin in connection with
futures contracts or related options transactions is not considered the
purchase of a security on margin.

2. Lend portfolio securities of value exceeding in the aggregate one-third of
the market value of a Fund's total assets less liabilities other than
obligations created by these transactions;

3. Mortgage, pledge or hypothecate any assets except that a Fund may pledge
not more than one-third of its total assets to secure borrowings made in
accordance with paragraph 1 above. With respect to Core Equities Fund,
Growth Opportunity Fund, Fixed Income Fund and Municipal Bond Fund, initial
or variation margin for futures contracts will not be deemed to be pledges
of a Fund's assets.

4. Act as an underwriter of securities of other issuers, except insofar as a
Fund may be deemed an underwriter under the 1933 Act in disposing of a
portfolio security.

5. Purchase or otherwise acquire interests in real estate, real estate
mortgage loans or interests, including limited partnership interests, in
oil, gas or other mineral exploration, leasing or development programs.

6. Purchase or acquire commodities, commodity contracts or futures except for
International Fund which may purchase and write options on foreign
currencies or enter into forward delivery contracts for foreign currencies
and may also purchase foreign index contracts, and Core Equities Fund,
Growth Opportunity Fund, Fixed Income Fund and Municipal Bond Fund may
enter into financial futures contracts.

7. Issue senior securities, except insofar as the Funds may be deemed to have
issued a senior security in connection with any permitted borrowing.

8. With respect to Core Equities Fund, Growth Opportunity Fund, International
Fund, and Fixed Income Fund, will not invest 25% or more of the value of
its total assets in any particular industry or groups of related
industries; and Municipal Bond Fund will not invest 25% or more of its
total assets in any one industry or in industrial development bonds or
other securities, the interest on which is paid from reverse as of similar
type projects.

9. Participate on a joint, or a joint and several, basis in any securities
trading account.

10. With respect to 75% of a Fund's total assets, invest more than 5% of the
Fund's total assets in any one issuer; and no Fund may own 10% or more of
the outstanding voting securities of any one issuer.

NON-FUNDAMENTAL LIMITATIONS

The following are investment restrictions that may be changed by a vote of the
majority of the Board of Directors. The Funds will not:

1. Invest more than 15% of the market value of the Funds' net assets in illiquid
investments including repurchase agreements maturing in more than seven days.

2. Invest in securities of other investment companies, except that (i) not more
than 5% of the value of a Fund's total assets will be invested in the securities
of any one investment company, (ii) not more than 10% of the value of its total
assets will be invested in the aggregate in securities of investment companies
as a group, and (iii) not more than 3% of the outstanding voting stock of any
one investment company will be owned by the Fund, except as such securities may
be acquired as part of a merger, consolidation or acquisition of assets and
further, except as may be permitted by Section 12(d) of the 1940 Act or except
as may be permitted by the Securities and Exchange Commission. Each Fund will
limit its investments in securities of other investment companies consistent
with the Fund's investment policies.

3. Purchase securities while borrowings exceed 5% of its total assets.

4. Invest in companies for the purpose of exercising control.

If a percentage restriction (except paragraph 3 of the fundamental restrictions)
is adhered to at the time an investment is made, a later change in percentage
resulting from changes in the value of a Fund's investment securities will not
be considered a violation of a Fund's restrictions.

WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS?

- -----------------------------------------------------------------------------

OFFICERS AND DIRECTORS

The Board of Directors is responsible for managing the Corporation's business
affairs and for exercising all the Corporation's powers except those reserved
for the shareholders. Information about each Board member is provided below and
includes the following: name, address, birth date, present position(s) held with
the Corporation, principal occupations for the past five years and total
compensation received as a Director of the Corporation for its most recent
fiscal year. The Corporation is comprised of five funds and is the only
investment company in the Fund Complex. Unless otherwise indicated, the address
of each Director and officer is Old Westbury Funds, Inc., c/o Federated Services
Company, 1001 Federated Investors Tower, Pittsburgh, PA 15222-3779.

As of February 15, 2000, all Directors and officers as a group owned less than
1% of each Fund's outstanding shares.

- ----------------------------------------------------------------------------
NAME AGGREGATE
(BIRTH DATE) COMPENSATION
ADDRESS PRINCIPAL OCCUPATIONS FROM
POSITION WITH FOR PAST FIVE YEARS CORPORATION
CORPORATION
ROBERT M. KAUFMAN
November 11, 1929 Chairman of the Board and Director; $21,000
1585 Broadway Partner, Proskauer Rose LLP, Attorneys
New York, NY 10036 at Law.
- --------------------

Director

- -------------------- Chancellor, Texas A&M University -----------
HOWARD D. GRAVES System (Since 1999); Visiting $21,000
August 15, 1939 Professor, Lyndon B. Johnson School of
One Reed Drive Public Affairs, University of Texas at
College Station, TX Austin (1998-1999); Director of
77840-2884 Military Education Programs,
University of Texas as Austin
Director (1997-1998); Associate, The
International Foundation, Washington,
DC (1997-2000); Adviser, Voyager
Extended Learning, Inc. (Since 1997);
Director; Chairman of Board, Recycling
Holdings, Inc. (1995-1996); and
Superintendent, United States Military
Academy, West Point, New York,
Lieutenant General, U.S. Army (1991 to
1996).

- -------------------- President, Executive Vice President -----------
EDWARD C. GONZALES and Treasurer of some of the Funds in $0
October 22, 1930 the Federated Fund Complex; Vice

Chairman, Federated Investors, Inc.;

President, Trustee, Federated Administrative

Treasurer and Services; formerly, Trustee or

Principal Director of some of the Funds in the
Financial Officer Federated Fund Complex; Vice
President, Federated Financial
Services, Inc., CEO and Chairman,
Federated Administrative Services;
Director, Vice President and
Treasurer, Federated Investors
Management Company; Federated
Investment Management Company,
Federated Investment Counseling,
Federated Global Investment Management
Corp. and Passport Research, Ltd.;
Director and Executive Vice President,
Federated Securities Corp.; Director,
Federated Services Company; Trustee,
Federated Shareholder Services Company.

- -------------------- Vice Chairman - Finance and -----------
EUGENE P. BEARD Operations, The Interpublic Group of $21,000
March 17, 1937 Companies, Inc.

Director

Senior Adviser, Bessemer Trust

- -------------------- Company, N.A.; President and Chief -----------
JOHN R. WHITMORE* Executive Officer of Bessemer Group, $21,000
November 19, 1933 Inc. and subsidiaries of Bessemer
Trust Company, N.A. (1975-1998).
Director

- -------------------- Vice President and Assistant Treasurer -----------
C. CHRISTINE THOMSON of funds distributed by Federated $0
September 1, 1957 Securities Corp. and Edgewood
Services, Inc.
Vice President and
Assistant
Treasurer

- -------------------- Vice President, Federated -----------
JOSEPH S. MACHI Administrative Services; Director, $0
May 22, 1962 Private Label Management, Federated
Investors; Vice President and

Vice President and Assistant Treasurer of certain funds
Assistant for which Federated Securities Corp.
Treasurer and Edgewood Services, Inc. are the
principal distributors.

- -------------------- Corporate Counsel, Federated Investors. -----------
C. GRANT ANDERSON $0
November 6, 1940

Secretary

- ----------------------------------------------------------------------------

* JOHN R. WHITMORE MAY BE AN "INTERESTED PERSON" AS DEFINED IN THE INVESTMENT
COMPANY ACT OF 1940.

As of February 15, 2000, Nadoit & Co., acting in various capacities for
numerous accounts, was the owner of record of 5% or more of the following Fund's
outstanding shares:

- ----------------------------------------------------------------------------

- -------------------- Core Equities Fund -----------
Nadoit & Co. c/o 93.92%
Bessemer Trust Growth Opportunity Fund
Company 97.34%
International Fund

100 Woodbridge 96.40%
Center Drive Fixed Income Fund
95.53%

Woodbridge , NJ Municipal Bond Fund

07095 99.95%

- ----------------------------------------------------------------------------

INVESTMENT ADVISER

The Adviser conducts investment research and makes investment decisions for the
Funds. The Funds' investment adviser is Bessemer Trust Company, N.A., a national
banking association. See "Fees Paid By the Funds for Services" for payments to
the Adviser over the last three fiscal years.

The Adviser shall not be liable to the Corporation, the Funds, or any Fund
shareholder for any losses that may be sustained in the purchase, holding, or
sale of any security or for anything done or omitted by it, except acts or
omissions involving willful misfeasance, bad faith, gross negligence, or
reckless disregard of the duties imposed upon it by its contract with the
Corporation.

ADMINISTRATOR

Federated Administrative Services (FAS), a subsidiary of Federated Investors,
Inc., provides all management and administrative services reasonably necessary
for each Fund, other than those provided by the Adviser, subject to the
supervision of the Board of Directors for a fee at an annual rate as specified
below:

MAXIMUM AVERAGE AGGREGATE DAILY NET ASSETS OF THE ADMINISTRATIVE FEE FEDERATED
FUNDS 0.150 of 1% on the first $250 million 0.125 of 1% on the next $250 million
0.100 of 1% on the next $250 million 0.075 of 1% on assets in excess of $750
million

- ------------------------------------------------------------------------------
The administrative fee received during any fiscal year shall be at least $75,000
per Fund. Federated Administrative Services may choose voluntarily to reimburse
a portion of its fee at any time.

The functions performed by FAS as administrator include, but are not limited to
the following:

o preparation, filing and maintenance of the Corporation's governing
documents, minutes of Directors' meetings and shareholder meetings;

o preparation and filing with the SEC and state regulatory authorities the
Corporation's registration statement and all amendments, and any other
documents required for the Funds to make a continuous offering of their
shares;

o preparation, negotiation and administration of contracts on behalf of the
Fund;

o supervision of the preparation of financial reports; o preparation and
filing of federal and state tax returns; o assistance with the design,
development and operation of a Fund; and o providing advice to the Funds
and Corporation's Directors.

CUSTODIAN

Bessemer Trust Company (New Jersey) is the Funds' custodian. Pursuant to its
agreement with the Funds, it is responsible for maintaining the books and
records of each Fund's securities and cash and marketing each Fund's accounting
and portfolio transaction records.

TRANSFER AGENT AND DIVIDEND DISBURSING AGENT

Bisys Fund Services Ohio, Inc. is the Funds' transfer and dividend
disbursing agent.

INDEPENDENT PUBLIC ACCOUNTANTS

Deloitte & Touche LLP are the independent public accountants for the Funds.

BROKERAGE TRANSACTIONS

The Adviser makes each Fund's portfolio decisions and determines the broker to
be used in each specific transaction with the objective of negotiating a
combination of the most favorable commission and the best price obtainable on
each transaction (generally defined as best execution). When consistent with the
objective of obtaining best execution, brokerage may be directed to persons or
firms supplying investment information to the Adviser or portfolio transactions
may be effected by the Adviser. To the extent that such persons or firms supply
investment information to the Adviser for use in rendering investment advice to
a Fund, such information may be supplied at no cost to the Adviser and,
therefore, may have the effect of reducing the expenses of the Adviser in
rendering advice to that Fund. While it is impossible to place an actual dollar
value on such investment information, its receipt by the Adviser probably does
not reduce the overall expenses of the Adviser to any material extent.
Consistent with the Rules of Fair Practice of the National Association of
Securities Dealers, Inc., and subject to seeking best execution, the Adviser may
consider sales of shares of a Fund as a factor in the selection of brokers to
execute portfolio transactions for the Funds.

The investment information provided to the Adviser is of the type described in
Section 28(e) of the Securities Exchange Act of 1934 and is designed to augment
the Adviser's own internal research and investment strategy capabilities.
Research services furnished by brokers through which each Fund effects
securities transactions are used by the Adviser in carrying out its investment
management responsibilities with respect to all its clients' accounts. There may
be occasions where the transaction cost charged by a broker may be greater than
that which another broker may charge if the Adviser determines in good faith
that the amount of such transaction cost is reasonable in relation to the value
of brokerage and research services provided by the executing broker. The Adviser
may consider the sale of shares of a Fund by brokers including the Distributor
as a factor in its selection of brokers of Fund transactions.

A Fund may deal in some instances in securities which are not listed on a
national securities exchange but are traded in the over-the-counter market. It
may also purchase listed securities through the third market. Where transactions
are executed in the over-the-counter market or third market, that Fund will seek
to deal with the primary market makers; but when necessary in order to obtain
best execution, it will utilize the services of others. In all cases, each Fund
will attempt to negotiate best execution.

For the fiscal year ended, October 31, 1999, the Fund's Adviser directed
brokerage transactions to certain brokers due to research services they
provided. The Fund paid $95,843 in brokerage commissions for these transactions.

Although investment decisions for the Funds are made independently from those of
the other accounts managed by the Adviser, investments of the type the Funds may
make may also be made by those other accounts. When the Funds and one or more
other accounts managed by the Adviser are prepared to invest in, or desire to
dispose of, the same security, available investments or opportunities for sales
will be allocated in a manner believed by the Adviser to be equitable to each.
In some cases, this procedure may adversely affect the price paid or received by
the Funds or the size of the position obtained or disposed of by the Funds. In
other cases, however, it is believed that coordination and the ability to
participate in volume transactions will be to benefit the Funds.

DISTRIBUTION AND SERVICE PLAN

The Corporation has adopted a distribution and service plan (the Plan) for the
Funds pursuant to Rule 12b-1 of the Investment Company Act of 1940. Pursuant to
the Plan, the Funds entered into a distribution agreement and a shareholder
servicing agreement with the Funds' distributor, Edgewood Services, Inc.
(Edgewood) and a shareholder servicing agreement with Bessemer Trust Company,
N.A. (Bessemer). Under the shareholder servicing agreement, Bessemer may receive
payments from the Funds to permit it to make payments to broker-dealers for
providing shareholder services. Bessemer is permitted (i) to receive a payment
from the Funds attributable to Bessemer's clients (and its affiliates) for
providing shareholder services to such clients and (ii) to receive payments to
permit it to make payments to other financial institutions as shareholder
servicing agents. Under its shareholder servicing agreement, Edgewood receives
payments from the Funds to permit it to make payments to broker-dealers for
providing shareholder services.

The distribution agreement with Edgewood provides for reimbursement to Edgewood
by the Funds for its distribution, promotional and advertising costs incurred in
connection with the distribution of the Funds' shares.

In addition, each Fund will pay for telecommunications expenses incurred by the
distributor in carrying out its obligations under the distribution agreement and
shareholder servicing agreement and for costs incurred for preparing, printing
and delivering the Funds' prospectus to existing shareholders and preparing and
printing subscription application forms for shareholder accounts.

FEES PAID BY THE FUNDS FOR SERVICES
FOR THE FISCAL YEAR ENDED OCTOBER 31, 1999

<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------
12B-1 FEES

----------------
- -------------------------------------------- ----------------------------
FUND NAME ADVISORY BROKERAGE ADMINISTRATIVE DISTRIBUTION SHAREHOLDER
FEE/FEE COMMISSIONS FEE/FEE WAIVED PLAN FEE SERVICING
WAIVED FEE
- -------------------------------------------- ---------------
- ----------------------------------------------------------------------------------------
CORE EQUITIES FUND $425,799 $187,921 $88,449/$0 $0 $151,058
/$112,848

- -------------------------------------------- ---------------
- ----------------------------------------------------------------------------------------
GROWTH OPPORTUNITY $1,242,474/$617,162 $225,228/$23,618$0 $400,197
FUND

- -------------------------------------------- ---------------
- ----------------------------------------------------------------------------------------
INTERNATIONAL FUND $1,179,724/$1,138,163 $212,271/$40,276$0 $376,690
- -------------------------------------------- ---------------
- ----------------------------------------------------------------------------------------
FIXED INCOME FUND $35,407 $0 $75,000/$63,556 $0 $19,670
/$35,407

- ----------------------------------------------------------------------------------------
- -------------------------------------------- ---------------
MUNICIPAL BOND FUND $69,408 $0 $75,000/$52,636 $0 $38,560
/$69,408

- ----------------------------------------------------------------------------------------

FOR THE FISCAL YEAR ENDED OCTOBER 31, 1998

- -----------------------------------------------------------------------------------------
12B-1 FEES

-----------------
- -------------------------------------- ----------------------------------
FUND NAME ADVISORY BROKERAGE ADMINISTRATIVE DISTRIBUTION SHAREHOLDER OTHER
FEE/FEE COMMISSIONS FEE/FEE WAIVED PLAN FEE 4 SERVICING SERVICES
WAIVED FEE FEE

- -------------------------------------- -------------
- -----------------------------------------------------------------------------------------
CORE EQUITIES $86,185/ $94,504 $18,469/$1,343 $6,330 $30,785 $0
FUND 1 $86,185
- -------------------------------------- -------------
- -----------------------------------------------------------------------------------------
GROWTH $800,868/ $446,604 $150,174/$30,043 $4,134 $250,274 $362
OPPORTUNITY $64,114
FUND

- -------------------------------------- -------------
- -----------------------------------------------------------------------------------------
INTERNATIONAL $1,207,447/$814,629 $231,936/$52,373 $13,988 $386,545 $1,279
FUND

- -------------------------------------- -------------
- -----------------------------------------------------------------------------------------
FIXED INCOME $8,353/ $0 $2,784/$158 $6,240 $4,641 $0
FUND 2 $8,353
- --------------------------------------------------------------------------------
- -------------------------------------- ------------- ---------
MUNICIPAL $17,420/ $0 $5,807/$408 $5,550 $9,681 $0
BOND FUND 3 $17,420
- -----------------------------------------------------------------------------------------

</TABLE>

1 For the period from March 2, 1998 (commencement of operations).
2 For the period from March 12, 1998 (commencement of operations).
3 For the period from March 6, 1998 (commencement of operations).

4 These fees were incurred for the printing and delivery of the Fund's
advertising materials.

FOR THE FISCAL YEAR ENDED OCTOBER 31, 1997

- -------------------------------------------------------------------------------
FUND NAME ADVISORY FEE/FEE BROKERAGE ADMINISTRATIVE
WAIVED COMMISSIONS FEE/FEE WAIVED

- -------------------------------------------------------------------------------
GROWTH OPPORTUNITY $82,117/$82,117 $187,672 $15,397/$2,533
FUND 1

- -------------------------------------------------------------------------------
INTERNATIONAL FUND $1,381,951/$1,978 $678,497 $266,388/$40,776
- -------------------------------------------------------------------------------

1 For the period from February 28, 1997 (commencement of operations).

HOW DO THE FUNDS MEASURE PERFORMANCE?

The Funds may advertise each Fund's share performance by using the Security and
Exchange Commission's (SEC) standard method for calculating performance
applicable to all mutual funds. The SEC also permits this standard performance
information to be accompanied by non-standard performance information.

Unless otherwise stated, any quoted share performance reflects the effect of
non-recurring charges, such as maximum sales charges, which, if excluded would
increase the total return and yield. The performance of shares depends upon such
variables as: portfolio quality; average portfolio maturity; type and value of
portfolio securities; changes in interest rates; changes or differences in the
Fund's expenses; and various other factors.

Share performance fluctuates on a daily basis largely because net earnings and
offering price per share fluctuate daily. Both net earnings and offering price
per share are factors in the computation of yield and total return.

The performance of the Fund may be compared in various financial and news
publications to the performance of various indices and investments for which
reliable performance data is available. The performance of the Fund may be
compared in publications to averages, performance rankings, or other information
prepared by nationally recognized mutual fund ranking and statistical services.
As with other performance data, performance comparisons should not be considered
representative of the Fund's relative performance for any future period.

TOTAL RETURN

Total return represents the change (expressed as a percentage) in the value of
Shares over a specific period of time, and includes the investment of income and
capital gains distributions.

The average annual total return for a Fund's shares is the average compounded
rate of return for a given period that would equate a $1,000 initial investment
to the ending redeemable value of that investment. The ending redeemable value
is computed by multiplying the number of Shares owned at the end of the period
by the NAV per Share at the end of the period. The number of Shares owned at the
end of the period is based on the number of Shares purchased at the beginning of
the period with $1,000, less any applicable sales charge, adjusted over the
period by any additional Shares, assuming the annual reinvestment of all
dividends and distributions.

When shares of a Fund are in existence for less than a year, the Fund may
advertise cumulative total return for that specific period of time, rather than
annualizing the total return.

YIELD AND TAX EQUIVALENT YIELD

The yield of a Fund's shares is calculated by dividing: (i) the net investment
income per share earned by the shares over a thirty-day period by (ii) the
maximum offering price per share on the last day of the period. This number is
then annualized using semi-annual compounding. This means that the amount of
income generated during the thirty-day period is assumed to be generated each
month over a 12-month period and is reinvested every six months. The
tax-equivalent yield of Municipal Income Fund's shares is calculated similarly
to the yield, but is adjusted to reflect the taxable yield that shares would
have had to earn to equal the actual yield, assuming a specific tax rate. The
yield and tax-equivalent yield do not necessarily reflect income actually earned
by shares because of certain adjustments required by the SEC and, therefore, may
not correlate to the dividends or other distributions paid to shareholders.

To the extent financial institutions and broker/dealers charge fees in
connection with services provided in conjunction with an investment in a Fund's
shares, the Fund's share performance is lower for shareholders paying those
fees.

AVERAGE ANNUAL TOTAL RETURNS

Total returns are given for the one-year, five-year or Start of Performance
periods ended October 31, 1999.

- -------------------------------------------------------------------------------
FUND CORE INTERNATIONAL GROWTH FIXED MUNICIPAL

- -------------------- EQUITIES FUND OPPORTUNITY INCOME BOND FUND
FUND FUND FUND
(MARCH 2, (OCTOBER 22, (FEBRUARY (MARCH (MARCH 6,
(INCEPTION DATE) 1998) 1993) 28, 1997) 12, 1998)
1998)

- -------------------------------------------------------------------------------
------------ -------------- -----------
One Year Return 29.89% 28.82% 6.40% (2.74)% (3.33)%
Five Year Return N/A 5.51% N/A N/A N/A
Since Inception 17.21% 5.91% 4.72% 3.80% 1.60%
Return
- -------------------------------------------------------------------------------

TAX EQUIVALENCY TABLE

Set forth below is a sample of a tax-equivalency table that may be used in
advertising and sales literature for the Municipal Bond Fund. This table is for
illustrative purposes only and is not representative of past or future
performance of the Fund. The interest earned by the municipal securities owned
by the Fund generally remains free from regular Federal income tax and is often
free from state and local taxes as well. However, some of the Fund's income may
be subject to the Federal alternative minimum tax and state and/or local taxes.

TAXABLE YIELD EQUIVALENT FOR 2000 MUNICIPAL BOND FUND

FEDERAL INCOME TAX 15.00% 28.00% 31.00% 36.00% 39.60%
BRACKET:
Joint Return $1-43,85$43,851-105,$105,951-161,$161,451-288Over
288,350

Single Return $1-26,25$26,251-63,5$63,551-132,6$132,601-288Over
288,350

TAX EXEMPT YIELD: TAXABLE YIELD EQUIVALENT:

1.00% 1.18% 1.39% 1.45% 1.56% 1.66%
1.50% 1.76% 2.08% 2.17% 2.34% 2.48%
2.00% 2.35% 2.78% 2.90% 3.13% 3.31%
2.50% 2.94% 3.47% 3.62% 3.91% 4.14%
3.00% 3.53% 4.17% 4.35% 4.69% 4.97%
3.50% 4.12% 4.86% 5.07% 5.47% 5.79%
4.00% 4.71% 5.56% 5.80% 6.25% 6.62%
4.50% 5.29% 6.25% 6.52% 7.03% 7.45%
5.00% 5.88% 6.94% 7.25% 7.81% 8.28%
5.50% 6.47% 7.64% 7.97% 8.59% 9.11%
6.00% 7.06% 8.33% 8.70% 9.38% 9.93%
6.50% 7.65% 9.03% 9.42% 10.16% 10.76%
7.00% 8.24% 9.72% 10.14% 10.94% 11.59%
7.50% 8.82% 10.42% 10.87% 11.72% 12.42%
8.00% 9.41% 11.11% 11.59% 12.50% 13.25%
8.50% 10.00% 11.81% 12.32% 13.28% 14.07%
9.00% 10.59% 12.50% 13.04% 14.06% 14.90%

NOTE: THE MAXIMUM MARGINAL TAX RATE FOR EACH BRACKET WAS USED IN
CALCULATING THE TAXABLE YIELD EQUIVALENT.

PERFORMANCE COMPARISONS

Advertising and sales literature may include:

o references to ratings, rankings, and financial publications and/or
performance comparisons of Shares to certain indices;

o charts, graphs and illustrations using the Fund's returns, or returns in
general, that demonstrate investment concepts such as tax-deferred
compounding, dollar-cost averaging and systematic investment;

o discussions of economic, financial and political developments and their
impact on the securities market, including the portfolio manager's views on
how such developments could impact the Funds; and

o information about the mutual fund industry from sources such as the
Investment Company Institute.

Each Fund may compare its performance, or performance for the types of
securities in which it invests, to a variety of other investments, including
federally insured bank products such as bank savings accounts, certificates of
deposit, and Treasury bills.

Each Fund may quote information from reliable sources regarding individual
countries and regions, world stock exchanges, and economic and demographic
statistics.

You may use financial publications and/or indices to obtain a more complete view
of share performance. When comparing performance, you should consider all
relevant factors such as the composition of the index used, prevailing market
conditions, portfolio compositions of other funds, and methods used to value
portfolio securities and compute offering price. The financial publications
and/or indices which the Funds use in advertising may include:

CDA/WIESENBERGER INVESTMENT COMPANY SERVICES. Mutual fund rankings and data that
ranks and/or compares mutual funds by overall performance, investment
objectives, assets, expense levels, periods of existence and/or other factors.

DOW JONES INDUSTRIAL AVERAGE (DJIA). Represents share prices of selected
blue-chip industrial corporations. The DJIA indicates daily changes in the
average price of stock of these corporations. Because it represents the top
corporations of America, the DJIA index is a leading economic indicator for the
stock market as a whole.

EUROPE, AUSTRALIA, AND FAR EAST INDEX. A standard unmanaged foreign
securities index representing major non-U.S. stock markets, as monitored by
Morgan Stanley Capital International. EAFE returns are in U.S. dollars.

FINANCIAL PUBLICATIONS. The Wall Street Journal, Business Week, Changing
Times, Financial World, Forbes, Fortune and Money magazines, among
others--provide performance statistics over specified time periods.

LEHMAN BROTHERS GOVERNMENT/CORPORATE BOND INDEX. Composed of all bonds that
are investment grade (rated Baa or higher by Moody's or BBB or higher by S&P, if
unrated by Moody's). Issues must have at least one year to maturity. Total
return comprises price appreciation/depreciation and income as a percentage of
the original investment.

LIPPER ANALYTICAL SERVICES, INC. Ranks funds in various fund categories by
making comparative calculations using total return. Total return assumes the
reinvestment of all capital gains distributions and income dividends and takes
into account any change in net asset value over a specified period of time.

MOODY'S INVESTORS SERVICE, INC., FITCH IBCA, INC. AND STANDARD & POOR'S.
Various publications.

MORNINGSTAR, INC. An independent rating service, is the publisher of the
bi-weekly MUTUAL FUND VALUES, which rates more than 1,000 NASDAQ-listed mutual
funds of all types, according to their risk-adjusted returns. The maximum rating
is five stars, and ratings are effective for two weeks.

RUSSELL 2500 INDEX. Measures the performance of the 2,500 smallest
companies in the Russell 3000 Index, which represents approximately 23% of the
total market capitalization of the Russell 3000 Index.

STANDARD & POOR'S DAILY STOCK PRICE INDEX OF 500 COMMON STOCKS (S&P 500).
Composite index of common stocks in industry, transportation, and financial and
public utility companies. Can be used to compare to the total returns of funds
whose portfolios are invested primarily in common stocks. In addition, the S & P
500 assumes reinvestments of all dividends paid by stocks listed on its index.
Taxes due on any of these distributions are not included, nor are brokerage or
other fees calculated in the S & P figures.

WILSHIRE ASSOCIATES. An on-line database for international financial and
economic data including performance measures for a wide range of securities.

WILSHIRE 2000 EQUITY INDEX. Consists of nearly 2,000 common equity
securities, covering all stocks in the U.S. for which daily pricing is
available, and can be used to compare to the total returns of funds whose
portfolios are invested primarily in common stocks.

The Adviser may also include performance information in such advertisements or
information furnished to current or prospective shareholders not only regarding
the Adviser's performance since Hermoine Davies, the International Fund's
portfolio manager, joined the Adviser in 1986, but also regarding Ms. Davies'
personal investment performance when she was responsible for Japanese
investments and management of the offshore unit trust Pacific Fund of Guinness
Mahon and Co. Ltd. In addition, the Adviser may also include performance
information regarding the Adviser's performance since Timothy Morris, the Growth
Opportunity Fund's portfolio manager, joined the Adviser in 1995, but also
regarding Mr. Morris' personal investment performance since 1988 when he managed
the Portfolio Group, a subsidiary of Chemical Banking Corporation. Also, the
Adviser may include performance information regarding the Adviser's performance
since John D. Chadwick, the Core Equities Fund's portfolio manager, Harold S.
Woolley, the Fixed Income Fund's portfolio manager and Bruce A. Whiteford, the
Municipal Bond Fund's portfolio manager joined the Adviser, but also regarding
Mr. Chadwick's personal investment performance while at Kidder Peabody & Co.,
Mr. Woolley's personal investment performance while at Equitable Investment
Management Corp., and Mr. Whiteford's personal investment performance while at
Chase Manhattan Bank, N.A.

ACCOUNT INFORMATION AND PRICING OF SHARES

NET ASSET VALUE

For purposes of determining each Fund's net asset value per share, readily
marketable portfolio securities listed on an exchange are valued, except as
indicated below, at the last sale price reflected at the close of the regular
trading session of the exchange on the business day as of which such value is
being determined. If there has been no sale on such day, the securities are
valued at the mean of the closing bid and asked prices on such day. If no bid or
asked prices are quoted on such day, then the security is valued by such method
as the Board of Directors shall determine in good faith to reflect its fair
market value. Fund securities traded on more than one national securities
exchange are valued at the last sale price on the business day as of which such
value is being determined as reflected on the tape at the close of the exchange
representing the principal market for such securities.

Readily marketable securities traded in the over-the-counter market, including
listed securities whose primary market is believed by the Adviser to be
over-the-counter are valued at the mean of the current bid and asked prices from
such sources as the Board of Directors deems appropriate to reflect their fair
value.

United States government obligations and other debt instruments having sixty
days or less remaining until maturity are stated at amortized cost. Debt
instruments having a greater remaining maturity will be valued at the highest
bid price obtained from a dealer maintaining an active market in that security
or on the basis of prices obtained from a pricing service approved as reliable
by the Board of Directors. All other investment assets, including restricted and
not readily marketable securities, are valued under procedures established by
and under the general supervision and responsibility of the Fund's Board of
Directors designed to reflect in good faith the fair value of such securities.

As indicated in the prospectus, the net asset value per share of each Fund's
shares will be determined as of the close of the regular trading session of the
New York Stock Exchange (the "NYSE") on each day that the NYSE is open for
trading. The NYSE annually announces the days on which it will not be open for
trading; the most recent announcement indicates that it will not be open on the
following days: New Year's Day, Martin Luther King Day, Presidents' Day, Good
Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and
Christmas Day. However, the NYSE may close on days not included in that
announcement.

TRADING IN FOREIGN SECURITIES

Trading in foreign securities may be completed at times which vary from the
closing of the New York Stock Exchange (NYSE). In computing its net asset value,
the International Fund values foreign securities at the latest closing price on
the exchange on which they are traded immediately prior to the closing of the
NYSE. Certain foreign currency exchange rates may also be determined at the
latest rate prior to the closing of the NYSE. Foreign securities quoted in
foreign currencies are translated into U.S. dollars at current rates.
Occasionally, events that affect these values and exchange rates may occur
between the times at which they are determined and the closing of the NYSE. If
such events materially affect the value of portfolio securities, these
securities may be valued at their fair value as determined in good faith by the
Directors, although the actual calculation may be done by others.

VOTING RIGHTS

Each share of a Fund gives the shareholder one vote in Director elections and
other matters submitted to shareholders for vote. All Shares of the Corporation
have equal voting rights, except that in matters affecting only a particular
Fund, only shares of that Fund or class are entitled to vote.

Directors may be removed by the Directors or by shareholders at a special
meeting. A special meeting of shareholders will be called by the Directors upon
the written request of shareholders who own at least 10% of the Corporation's
outstanding shares of all series entitled to vote.

HOW ARE THE FUNDS TAXED?

FEDERAL INCOME TAX

Each Fund will be treated as a single, separate entity for Federal income tax
purposes so that income earned and capital gains and losses realized by the
Corporation's other portfolios will be separate from those realized by each
Fund.

Each Fund has elected to be treated as and intends to qualify annually as a
regulated investment company pursuant to the provisions of Subchapter M of the
Internal Revenue Code (the "Code"). The Funds did so qualify for the previous
taxable year. By so qualifying, each Fund generally will not be subject to
Federal income tax to the extent that it distributes its investment company
taxable income and net capital gains in the manner required under the Code. In
addition, the Code subjects regulated investment companies, such as the Funds,
to a non-deductible 4% excise tax in each calendar year to the extent that such
investment companies do not distribute 98% of their ordinary income and capital
gain net income, generally determined on a calendar year basis and the one year
period ending October 31 of each calendar year, respectively.

Each Fund intends to distribute to its shareholders substantially all of its
investment company taxable income (which includes, among other items, dividends
and interest and the excess, if any, of the net short-term capital gains
(generally including any net option premium income) over net long-term capital
losses). Investment company taxable income will be distributed annually by the
Funds. Each Fund intends to distribute, at least annually, substantially all net
capital gains (the excess of net long-term capital gains over net short-term
capital losses). Shareholders will be advised as to the amount of the capital
gains distribution, which are generally taxable at a maximum rate of 20% for
non-corporate shareholders. In determining amounts of capital gains to be
distributed, any capital loss carryovers from prior years will be applied
against capital gains to reduce the amount of distributions paid. In addition,
any losses incurred in the taxable year subsequent to October 31 will be
deferred to the next taxable year and used to reduce subsequent year
distributions. You may choose whether to receive dividends and distributions in
cash or to reinvest in additional shares of the class in which you are invested
at the next determined net asset value without a sales load, but you will be
subject to tax in the manner described herein even if you choose to have your
dividends and distributions reinvested in additional shares.

Dividends from net investment income or distributions of net realized short-term
securities gains to shareholders generally are taxable as ordinary income
whether received in cash or reinvested in additional shares. Distributions of
net capital gains to shareholders are taxable as capital gains whether received
in cash or reinvested in additional shares.

Special tax rules may apply to a Fund's acquisition of futures contracts,
forward contracts, and options on futures contracts. Such rules may, among other
things, affect whether gains and losses from such transactions are considered to
be short-term or long-term, may have the effect of deferring losses and/or
accelerating the recognition of gains or losses.

It is anticipated that a portion of the ordinary income dividends paid by the
Funds will qualify for the dividends-received deduction available to
corporations. Shareholders will be notified at the end of the year as to the
amount of the dividends that qualify for the dividends received deduction.

The Funds may be required to withhold for Federal income tax ("backup
withholding") 31% of the distributions and the proceeds of redemptions payable
to shareholders who fail to provide a correct taxpayer identification number or
to make required certifications, or where a Fund or shareholder has been
notified by the Internal Revenue Service that the shareholder is subject to
backup withholding. Corporate shareholders and certain other shareholders
specified in the Code are exempt from backup withholding.

Notice as to the tax status of your dividends and distributions is mailed to you
annually. You also will receive periodic summaries of your account. Dividends
and distributions may be subject to state and local taxes. Dividends paid or
credited to accounts maintained by non-resident shareholders may also be subject
to U.S. non-resident withholding taxes. You should consult your tax adviser
regarding specific questions as to Federal, state and local income and
withholding taxes.

FOR MUNICIPAL BOND FUND ONLY

The Fund's policy is to distribute as exempt-interest dividends each year 100%
of its tax-exempt interest income, net of certain deductions. Exempt-interest
dividends are dividends paid by the Fund that are attributable to interest that
is exempt from regular Federal income tax, and are designated by the Fund as
exempt-interest dividends in a written notice mailed to the Fund's shareholders
not later than 60 days after the close of its taxable year. The percentage of
the total dividends paid by the Fund during any taxable year that qualifies as
exempt-interest dividends will be the same for all shareholders receiving
dividends during the year.

Exempt-interest dividends are to be treated by the Fund's shareholders as items
of interest excludable from their gross income under Section 103(a) of the Code.
The amount of such interest received will have to be disclosed on the
shareholders' Federal income tax returns. A shareholder is advised to consult
its tax advisors with respect to whether exempt-interest dividends retain the
exclusion under Section 103 of the Code is such shareholder would be treated as
a "substantial user" or "related person" under Section 147(a) of the Code with
respect to some or all of the "private activity" bonds, if any, held by the
Fund. If a shareholder receives an exempt-interest dividend with respect to any
share an such share has been held for six months or less, then any loss on the
sale or exchange of such share will be disallowed to the extent of the amount of
such exempt-interest dividend. The Code provides that interest on indebtedness
incurred, or continued, to purchase or carry certain tax-exempt securities such
as shares of the Fund is not deductible. Therefore, among other consequences, a
certain proportion of interest on indebtedness incurred, or continued, to
purchase or carry securities on margin may not be deductible during the period
an investor holds shares of the Fund. For Social Security recipients, interest
on tax-exempt bonds, including exempt-interest dividends paid by the Fund, is to
be added to adjusted gross income for purposes of computing the amount of social
security benefits includible in gross income. Taxpayers are required to include
as an item of tax preference for purposes of the Federal alternative minimum tax
all tax-exempt interest on "private activity" bonds issued after August 7, 1986
(generally, a bond issue in which more than 10% of the proceeds are used in a
non-governmental trade or business other than Section 501(c)(3) bonds). This
provision will apply to the portion of the exempt-interest dividends from the
Fund's assets that are attributable to such post-August 7, 1986 private activity
bonds. Corporations are required to increase their alternative minimum taxable
income for purposes of calculating their alternative minimum tax liability by
75% of the amount by which the adjusted current earnings (which will include
tax-exempt interest) of the corporation exceeds the alternative minimum taxable
income (determined without this item). In addition, in certain cases, Subchapter
S corporations with accumulated earnings and profits from Subchapter C years are
subject to a tax on tax-exempt interest.

The Fund may realize short-term or long-term capital gains or losses from its
portfolio transactions. The Fund may also realize short-term or long-term
capital gains or accrued market discount upon the maturity or disposition of
securities acquired at discounts resulting from market fluctuations. Short-term
capital gains and accrued market discount will be taxable to shareholders as
ordinary income. Any net capital gains (the excess of its net realized long-term
capital gain over its net realized short-term capital loss) will be distributed
annually to shareholders. The Fund will have no tax liability with respect to
distributed net capital gains and the distributions will be taxable to
shareholders as long-term capital gains regardless of how long the shareholders
have held their shares. However, shareholders who at the time of such as net
capital gain distribution have not held their shares for more than 6 months, and
who subsequently dispose of those shares at a loss, will be required to treat
such loss as a long-term capital loss to the extent of the net capital gain
distribution. Distributions of net capital gain will be designated as a "capital
gain dividend" in a written notice mailed to the Fund's shareholders within 60
days after the close of the Fund's taxable year. Capital gains realized by
corporations are generally taxed at the same rate as ordinary income. However,
long-term capital gains that have a holding period of more than 12 months
realized by non-corporate shareholders are taxable at a maximum rate of 20%.
Corresponding maximum rate and holding period rules apply with respect to
capital gains distributed by the Fund without regard to the length of time
shares have been held by the holder.

The Fund intends to distribute at least 90% of its investment company taxable
income (taxable income subject to certain adjustments exclusive of the excess of
its net long-term capital gain over its net short-term capital loss) for each
taxable year. These distributions will be taxable to shareholders as ordinary
income. The Fund will be subject to Federal income tax on any undistributed
investment company taxable income. Expenses paid or incurred by the Fund will be
allocated between tax-exempt and taxable income in the same proportion as the
amount of the Fund's tax-exempt income bears to the total of such exempt income
and its gross income (excluding from gross income the excess of capital gains
over capital losses). If the Fund does not distribute at least 98% of its
ordinary income for the one year period ending October 31 and 98% of its capital
gain net income for the one year period ending October 31, the Fund will be
subject to a nondeductible 4% excise tax on the excess of such amounts over the
amounts actually distributed.

From time to time, proposals have been introduced before Congress to restrict or
eliminate the Federal income tax exemption for interest on Municipal
Obligations. If such a proposal were introduced and enacted in the future, the
ability of the Fund to pay exempt-interest dividends would be adversely affected
and the Fund would reevaluate its investment objective and policies and consider
changes in the structure.

In South Carolina v. Baker, the United States Supreme Court held that the
Federal government may constitutionally require states to register bonds they
issued and may subject the interest on such bonds to Federal tax if not
registered, and that there is no constitutional prohibition against the Federal
government's taxing the interest earned on state or other municipal bonds. The
Supreme Court's decision affirms the authority of the Federal government to
regulate and control bonds such as the Municipal Obligations and to tax such
bonds in the future. The decision does not, however, affect the current
exemption from regular income taxation of the interest earned on the Municipal
Obligations in accordance with Section 103 of the Code.

FOREIGN INVESTMENTS

Investment income on certain foreign securities purchased by the Funds may be
subject to foreign withholding or other taxes that could reduce the return on
these securities. Tax treaties between the United States and foreign countries,
however, may reduce or eliminate the amount of foreign taxes to which the Funds
would be subject. The effective rate of foreign tax cannot be predicted since
the amount of the Funds' assets to be invested within various countries is
uncertain. However, the Funds intend to operate so as to qualify for
treaty-reduced tax rates when applicable.

Distributions from the Funds may be based on estimates of book income for the
year. Book income generally consists solely of the coupon income generated by
the portfolio, whereas tax basis income includes gains or losses attributable to
currency fluctuation. Due to differences in the book and tax treatment of fixed
income securities denominated in foreign currencies, it is difficult to project
currency effects on an interim basis. Therefore, to the extent that currency
fluctuations cannot be anticipated, a portion of distributions to shareholders
could later be designated as a return of capital, rather than income, for income
tax purposes, which may be of particular concern to simple trusts.

The Funds may invest in the stock of certain foreign corporations which would
constitute a Passive Foreign Investment Company (PFIC). The Funds may be subject
to federal income taxes upon disposition of PFIC investments.

If more than 50% of the total value of the Funds' assets at the end of the tax
year is represented by stock or securities of foreign corporations, the Funds
may qualify for certain Code stipulations that would allow shareholders to claim
a foreign tax credit or deduction on their U.S. income tax returns. The Code may
limit a shareholder's ability to claim a foreign tax credit. Shareholders who
elect to deduct their portion of the Funds' foreign taxes rather than take the
foreign tax credit must itemize deductions on their income tax returns.

FINANCIAL INFORMATION

The Financial Statements for the fiscal year ended October 31, 1999, are
incorporated herein by reference to the Funds' Annual Report to shareholders
dated October 31, 1999.

APPENDIX

STANDARD AND POOR'S LONG-TERM DEBT RATING DEFINITIONS

AAA--Debt rated AAA has the highest rating assigned by Standard & Poor's.
Capacity to pay interest and repay principal is extremely strong.

AA--Debt rated AA has a very strong capacity to pay interest and repay principal
and differs from the higher rated issues only in small degrees.

A--Debt rated A has a strong capacity to pay interest and repay principal
although it is somewhat more susceptible to the adverse effects of changes in
circumstances and economic conditions than debt in higher rated categories.

BBB--Debt rated BBB is regarded as having an adequate capacity to pay interest
and repay principal. Whereas it normally exhibits adequate protection
parameters, adverse economic conditions or changing circumstances are more
likely to lead to a weakened capacity to pay interest and repay principal for
debt in this category than in higher rated categories.

BB--Debt rated BB has less near-term vulnerability to default than other
speculative issues. However, it faces major ongoing uncertainties or exposure to
adverse business, financial, or economic conditions which could lead to
inadequate capacity to meet timely interest and principal payments. The BB
rating category is also used for debt subordinated to senior debt that is
assigned an actual or implied BBB-rating.

B--Debt rated B has a greater vulnerability to default but currently has the
capacity to meet interest payments and principal repayments. Adverse business,
financial, or economic conditions will likely impair capacity or willingness to
pay interest and repay principal. The B rating category is also used for debt
subordinated to senior debt that is assigned an actual or implied BB or
BB-rating.

CCC--Debt rated CCC has a currently identifiable vulnerability to default, and
is dependent upon favorable business, financial, and economic conditions to meet
timely payment of interest and repayment of principal. In the event of adverse
business, financial, or economic conditions, it is not likely to have the
capacity to pay interest and repay principal. The CCC rating category is also
used for debt subordinated to senior debt that is assigned an actual or implied
B or B-rating.

CC--The rating CC typically is applied to debt subordinated to senior debt that
is assigned an actual or implied CCC debt rating.

C--The rating C typically is applied to debt subordinated to senior debt which
is assigned an actual or implied CCC-debt rating. The C rating may be used to
cover a situation where a bankruptcy petition has been filed, but debt service
payments are continued.

MOODY'S INVESTORS SERVICE, INC. LONG-TERM BOND RATING DEFINITIONS

AAA--Bonds which are rated AAA are judged to be of the best quality. They carry
the smallest degree of investment risk and are generally referred to as gilt
edged. Interest payments are protected by a large or by an exceptionally stable
margin and principal is secure. While the various protective elements are likely
to change, such changes as can be visualized are most unlikely to impair the
fundamentally strong position of such issues.

AA--Bonds which are rated AA are judged to be of high quality by all standards.
Together with the AAA group, they comprise what are generally known as high
grade bonds. They are rated lower than the best bonds because margins of
protection may not be as large as in AAA securities or fluctuation of protective
elements may be of greater amplitude or there may be other elements present
which make the long-term risks appear somewhat larger than in AAA securities.

A--Bonds which are rated A possess many favorable investment attributes and are
to be considered as upper medium grade obligations. Factors giving security to
principal and interest are considered adequate but elements may be present which
suggest a susceptibility to impairment sometime in the future.

BAA--Bonds which are rated BAA are considered as medium grade obligations,
(i.e., they are neither highly protected nor poorly secured). Interest payments
and principal security appear adequate for the present but certain protective
elements may be lacking or may be characteristically unreliable over any great
length of time. Such bonds lack outstanding investment characteristics and in
fact have speculative characteristics as well.

BA--Bonds which are BA are judged to have speculative elements; their future
cannot be considered as well assured. Often the protection of interest and
principal payments may be very moderate and thereby not well safeguarded during
both good and bad times over the future. Uncertainty of position characterizes
bonds in this class.

B--Bonds which are rated B generally lack characteristics of the desirable
investment. Assurance of interest and principal payments or of maintenance of
other terms of the contract over any long period of time may be small.

CAA--Bonds which are rated CAA are of poor standing. Such issues may be in
default or there may be present elements of danger with respect to principal or
interest.

CA--Bonds which are rated CA represent obligations which are speculative in a
high degree. Such issues are often in default or have other marked shortcomings.

C--Bonds which are rated C are the lowest rated class of bonds, and issues so
rated can be regarded as having extremely poor prospects of ever attaining any
real investment standing.

FITCH IBCA, INC. LONG-TERM DEBT RATING DEFINITIONS

AAA--Bonds considered to be investment grade and of the highest credit quality.
The obligor has an exceptionally strong ability to pay interest and repay
principal, which is unlikely to be affected by reasonably foreseeable events.

AA--Bonds considered to be investment grade and of very high credit quality. The
obligor's ability to pay interest and repay principal is very strong, although
not quite as strong as bonds rated AAA. Because bonds rated in the AAA and AA
categories are not significantly vulnerable to foreseeable future developments,
short-term debt of these issuers is generally rated F-1+.

A--Bonds considered to be investment grade and of high credit quality. The
obligor's ability to pay interest and repay principal is considered to be
strong, but may be more vulnerable to adverse changes in economic conditions and
circumstances than bonds with higher ratings.

BBB--Bonds considered to be investment grade and of satisfactory credit quality.
The obligor's ability to pay interest and repay principal is considered to be
adequate. Adverse changes in economic conditions and circumstances, however, are
more likely to have adverse impact on these bonds, and therefore impair timely
payment. The likelihood that the ratings of these bonds will fall below
investment grade is higher than for bonds with higher ratings.

BB--Bonds are considered speculative. The obligor's ability to pay interest and
repay principal may be affected over time by adverse economic changes. However,
business and financial alternatives can be identified which could assist the
obligor in satisfying its debt service requirements.

B--Bonds are considered highly speculative. While bonds in this class are
currently meeting debt service requirements, the probability of continued timely
payment of principal and interest reflects the obligor's limited margin of
safety and the need for reasonable business and economic activity throughout the
life of the issue.

CCC--Bonds have certain identifiable characteristics which, if not remedied, may
lead to default. The ability to meet obligations requires an advantageous
business and economic environment.

CC--Bonds are minimally protected. Default in payment of interest and/or
principal seems probable over time.

C--Bonds are imminent default in payment of interest or principal.

MOODY'S INVESTORS SERVICE, INC. COMMERCIAL PAPER RATINGS

PRIME-1--Issuers rated Prime-1 (or related supporting institutions) have a
superior capacity for repayment of short-term promissory obligations. Prime-1
repayment capacity will normally be evidenced by the following characteristics:

o Leading market positions in well established industries.
o High rates of return on funds employed.
o Conservative capitalization structure with moderate reliance on debt and
ample asset protection.

o Broad margins in earning coverage of fixed financial charges and high
internal cash generation.

o Well established access to a range of financial markets and assured sources
of alternate liquidity.

PRIME-2--Issuers rated Prime-2 (or related supporting institutions) have a
strong capacity for repayment of short-term promissory obligations. This will
normally be evidenced by many of the characteristics cited above but to a lesser
degree. Earnings trends and coverage ratios, while sound, will be more subject
to variation. Capitalization characteristics, while still appropriate, may be
more affected by external conditions. Ample alternate liquidity is maintained.

STANDARD AND POOR'S COMMERCIAL PAPER RATINGS

A-1--This designation indicates that the degree of safety regarding timely
payment is strong. Those issues determined to possess extremely strong safety
characteristics are denoted with a plus sign (+) designation.

A-2--Capacity for timely payment on issues with this designation is
satisfactory. However, the relative degree of safety is not as high as for
issues designated A-1.

FITCH IBCA, INC. COMMERCIAL PAPER RATING DEFINITIONS

FITCH-1--(Highest Grade) Commercial paper assigned this rating is regarded as
having the strongest degree of assurance for timely payment.

FITCH-2--(Very Good Grade) Issues assigned this rating reflect an assurance of
timely payment only slightly less in degree than the strongest issues.

ADDRESSES

OLD WESTBURY FUNDS, INC. 5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-7010

DISTRIBUTOR

EDGEWOOD SERVICES, INC. 5800 Corporate Drive
Pittsburgh, Pennsylvania 15237-5829

INVESTMENT ADVISER

BESSEMER TRUST COMPANY, N.A. 630 Fifth Avenue
New York, New York 10111

CUSTODIAN

BESSEMER TRUST COMPANY (NEW JERSEY) 100 Woodbridge Center Drive
Woodbridge, New Jersey 07095

TRANSFER AGENT

Bisys Fund Services Ohio, Inc. 3435 Stelzer Road
Columbus, OH 43219

INDEPENDENT AUDITORS

DELOITTE & TOUCHE LLP Two World Financial Center
New York, New York 10281

Cusip 680414307
Cusip 680414208
Cusip 680414109
Cusip 680414406
Cusip 680414505

G02009-06 (2/00)

PART C. OTHER INFORMATION
Item 23. EXHIBITS:
---------

(a) (i) Conformed Copy of Articles of Incorporation of the
Registrant; (1)
(ii) Conformed Copy of Articles Supplementary of the Registrant,
Amendment 1; +
(iii) Conformed Copy of Articles Supplementary of the Registrant,
Amendment 2; +
(iv) Conformed Copy of Articles Supplementary of the Registrant,
Amendment 3; +
(b) Copy of By-laws of the Registrant; (3)
(c) Not applicable;
(d) (i) Conformed copy of Investment Advisory Contract between the
Registrant, on behalf of the International Fund, and
Bessemer Trust Company, N.A.; (3)
(ii) Conformed copy of Investment Advisory Contract between the
Registrant, on behalf of the Growth Opportunity Fund, and Bessemer
Trust Company, N.A.; (7) (iii) Conformed copy of Investment Advisory
Contract between the Registrant, on behalf of the Core Equities
Fund, and Bessemer Trust Company, N.A.; (8) (iv) Conformed copy of
Investment Advisory Contract between the Registrant, on behalf of
the Fixed Income Fund, and Bessemer Trust Company, N.A.; (8) (v)
Conformed copy of Investment Advisory Contract between the
Registrant, on behalf of the Municipal Bond Fund, and Bessemer Trust
Company, N.A.; (8)

(e) (i) Conformed copy of Distribution Agreement of the Registrant; (5)
(ii) Conformed copy of Exhibit A to Distribution Agreement on behalf
of International Fund; (5) (iii) Conformed copy of Exhibit B to
Distribution Agreement on behalf of Core Equities Fund; (5) (iv)
Conformed copy of Exhibit C to Distribution Agreement on behalf of
Fixed Income Fund; (8)

+ All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on form N-1A filed October 5, 1993. (File Nos. 33-66528 and
811-7912)

3 Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 3 on form N-1A filed February 28, 1996. (File Nos. 33-66528
and 811-7912)

5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on form N-1A filed February 26, 1997. (File Nos. 33-66528
and 811-7912)

7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on form N-1A filed December 8, 1997. (File Nos. 33-66528
and 811-7912)

8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on form N-1A filed February 25, 1998. (File Nos. 33-66528
and 811-7912)

(v) Conformed copy of Exhibit D to Distribution Agreement on behalf
of Municipal Bond Fund; (8) (vi) Conformed copy of Exhibit E to
Distribution Agreement on behalf of Municipal Bond Fund; (8)

(f) Not applicable;

(g) Conformed copy of Custody Agreement between the Registrant and
Bessemer Trust Company; (1)

(h) (i) Conformed copy of Administrative Services Agreement between the
Registrant and Federated Administrative Services; (5) (ii) Conformed
copy of Transfer Agency Agreement; + (iii) Conformed copy of
Shareholder Servicing Agreement between the Registrant, on behalf of
International Fund, and Bessemer Trust Company, N.A.; (1)

(iv) Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of Growth Opportunity Fund, and Bessemer
Trust Company, N.A.; (7)

(v) Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of Core Equities Fund, and Bessemer Trust
Company, N.A.; (7)

(vi) Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of Fixed Income Fund, and Bessemer Trust
Company, N.A.; (7)

(vii)Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of Municipal Bond Fund, and Bessemer Trust
Company, N.A.; (7)

(viii)Conformed copy of Amended and Restated Shareholder Servicing
Agreement between the Registrant, on behalf of the International
Fund, and Edgewood Services, Inc.; (4) (ix) Conformed copy of
Shareholder Servicing Agreement between the Registrant, on behalf
of the Growth Opportunity Fund, and Edgewood Services, Inc.; (8)
(x) Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of the Core Equities Fund, and Edgewood
Services, Inc.; (8)

+ All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on form N-1A filed October 5, 1993. (File Nos. 33-66528 and
811-7912)

4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on form N-1A filed November 26, 1996. (File Nos. 33-66528
and 811-7912)

5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on form N-1A filed February 26, 1997. (File Nos. 33-66528
and 811-7912)

7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on form N-1A filed December 8, 1997. (File Nos. 33-66528
and 811-7912)

8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on form N-1A filed February 25, 1998. (File Nos. 33-66528
and 811-7912)

(xi) Conformed copy of Shareholder Servicing Agreement between the
Registrant, on behalf of the Fixed Income Fund, and Edgewood
Services, Inc.; (8) (xii) Conformed copy of Shareholder Servicing
Agreement between the Registrant, on behalf of the Municipal Bond
Fund, and Edgewood Services, Inc.; (8) (xiii)Conformed copy of
Sub-Shareholder Service Agreement between Bessemer Trust Company,
N.A. and Oxford Capital Management, Inc.; +

(i) Conformed copy of Opinion and Consent of Messrs. Battle
Fowler, as to the legality of shares 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) Conformed copy of Consent of Independent Public Accountants; +

(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)

(m) (i) Copy of Amended and Restated Distribution and Service Plan
adopted by the Registrant, on behalf of 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 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 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 Fixed Income Fund, pursuant to Rule 12b-1 under the
Investment Company Act of 1940; (7)

+ All exhibits have been filed electronically.

1. Response is incorporated by reference to Registrant's Pre-Effective
Amendment No. 1 on form N-1A filed October 5, 1993. (File Nos. 33-66528 and
811-7912)

4. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 4 on form N-1A filed November 26, 1996. (File Nos. 33-66528
and 811-7912)

7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on form N-1A filed December 8, 1997. (File Nos. 33-66528
and 811-7912)

8. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 10 on form N-1A filed February 25, 1998. (File Nos. 33-66528
and 811-7912)

(v) Copy of Distribution and Service Plan adopted by the Registrant,
on behalf of Municipal Bond Fund, pursuant to Rule 12b-1 under the
Investment Company Act of 1940; (7)

(n) Not Applicable; and

(o) Conformed copy of Power of Attorney of the Registrant. +

Item 24. PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT:
------------------------------------------------------------------

None.

Item 25. INDEMNIFICATION: (5)
----------------

Item 26. BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISOR.
-----------------------------------------------------

(a) The Board of Directors governs the Funds. The Board selects and oversees
the Adviser, Bessemer Trust Company, N.A. (Bessemer). The Adviser manages
the Funds' 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 The Bessemer Group, Incorporated. The
Adviser, and other subsidiaries of The Bessemer Group, Incorporated, advise
or provide investment, fiduciary and personal banking services to
approximately 1,048 clients with total assets under supervision of over $23
billion as of December 31, 1999.

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.

+ All exhibits have been filed electronically.

5. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 7 on form N-1A filed February 26, 1997. (File Nos. 33-66528
and 811-7912)

7. Response is incorporated by reference to Registrant's Post-Effective
Amendment No. 9 on form N-1A filed December 8, 1997. (File Nos. 33-66528
and 811-7912)

<TABLE>
<CAPTION>
<S> <C> <C>
POSITION WITH
NAME INVESTMENT ADVISOR OTHER BUSINESS CONNECTIONS
- ---- ------------------ --------------------------

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: 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., The Riverfront Funds,
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 15237-7002

Arthur L. Cherry Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002

J. Christopher Donahue Director, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002

Christine Johnson Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002

Ernest L. Linane Vice President, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002

Thomas R. Donahue Treasurer, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002

Denis McAuley, III Assistant Treasurer, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002

Timothy S. Johnson Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002

Victor R. Siclari Assistant Secretary, --
5800 Corporate Drive Edgewood Services, Inc.
Pittsburgh, PA 15237-7002

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

(Notices should be sent to the Agent for Service at the above address)

5800 Corporate Drive
Pittsburgh, PA 15237-7010

Bisys Fund Services Ohio, Inc. 3435 Stelzer Road
("Transfer Agent and Dividend Columbus, OH 43219
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.
-------------

Not applicable.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant, OLD WESTBURY FUNDS, INC.
certifies that it meets all of the requirements for effectiveness of this
Amendment to its Registration Statement pursuant to Rule 485(b) under the
Securities Act of 1933 and 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
28th day of February, 2000.

OLD WESTBURY FUNDS, INC.

By: /s/ C. Grant Anderson

C. Grant Anderson, Secretary
Attorney in Fact for Edward C. Gonzales
February 28, 2000

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 date indicated.

NAME TITLE DATE
---- ----- ----

Edward C. Gonzales* President and Treasurer February 28, 2000
(Chief Executive Officer and

Principal Financial and
Accounting Officer)

Howard D. Graves* Director

Robert M. Kaufman* Director

Eugene P. Beard* Director

John R. Whitmore* Director

*By: /S/ C. GRANT ANDERSON
---------------------
C. Grant Anderson

As Attorney-in-fact for Edward C. Gonzales

Exhibit a (iii) under Form N-1A
Exhibit 3 (i) under Item 601/Reg. S-K

CERTIFIED RESOLUTIONS OF

OLD WESTBURY FUNDS, INC.

The undersigned hereby certifies that he is an Officer of Old Westbury
Funds, Inc. (the "Corporation"), and further certifies that the following
resolutions were duly adopted by the Board of Directors of the Corporation on
October 18, 1996, by written consent and are still in full force and effect.

RESOLVED, that the principal executive offices of the Fund be, and hereby
are changed to and maintained at the Federated Tower, Pittsburgh, Pennsylvania
15222-3779.

RESOLVED, that the agent for service of process for the Fund in Maryland
is hereby changed to Corporation Trust Incorporated, 32 South Street, Baltimore,
MD 21202.

RESOLVED, that the Secretary of the Fund is hereby authorized to file and
amend the necessary documents for changing the business address in Maryland and
the Agent for Service in Maryland of the Fund to Corporation Trust Incorporated,
32 South Street, Baltimore, MD 21202.

IN WITNESS WHEREOF, I hereunto set my hand this 18th day of August, 1997.

/S/ C. GRANT ANDERSON
C. Grant Anderson
Secretary

Exhibit (o) under Form N-1A
Exhibit 24 under Item 601/Reg. S-K

POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints
the Secretary, Assistant Secretary(ies) of OLD WESTBURY FUNDS, INC. and Senior
Corporate Counsel, Mutual Fund Services and each of them, their true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for them and in their names, place and stead, in any and all capacities, to sign
any and all documents to be filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, the Securities Exchange Act of 1934 and
the Investment Company Act of 1940, by means of the Securities and Exchange
Commission's electronic disclosure system known as EDGAR; and to file the same,
with all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to sign and perform each and
every act and thing requisite and necessary to be done in connection therewith,
as fully to all intents and purposes as each of them might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.

SIGNATURES TITLE DATE
- ---------- ----- ----

/S/ ROBERT M. KAUFMAN Chairman and Director December 6, 1999
- ---------------------------------
Robert M. Kaufman

/S/ EDWARD C. GONZALES President and Treasurer December 6, 1999
- ---------------------------------
Edward C. Gonzales (Chief Executive Officer
and Principal Financial
and Accounting Officer)

/S/ EUGENE P. BEARD Director December 6, 1999
- ---------------------------------
Eugene P. Beard

HOWARD D. GRAVES Director December 6, 1999
- ---------------------------------
Howard D. Graves

/S/ JOHN R. WHITMORE Director December 6, 1999
- ---------------------------------
John R. Whitmore

Sworn to and subscribed before me this 6th day of December, 1999

/S/ MADALINE P. KELLY

Madaline P. Kelly

Notarial Seal
Madaline P. Kelly, Notary Public
Baldwin Boro, Allegheny County
My Commission Expires Feb. 22, 2000

Exhibit (h)(xiii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

SUB-SHAREHOLDER SERVICING AGREEMENT

Bessemer Trust Company, N.A.

630 Fifth Avenue

New York, New York 10111

Oxford Capital Management, Inc.
Suite 306
606 Baltimore Avenue
Towson, Maryland 21204-4026

Gentlemen:

We herewith confirm our agreement with you as follows:

1. We hereby employ you, pursuant to the Distribution and Service Plan
adopted by Old Westbury Funds, Inc. (the "Fund") in accordance with Rule 12b-1
(the "Plan") under the Investment Company Act of 1940, as amended (the "Act"),
to provide the services listed below:

(a) You will perform all shareholder servicing functions with
respect to your clients not performed by us, the Fund, the Fund's distributor or
broker-dealer, or transfer agent.

(b) In consideration of the foregoing we will pay you a fee at the
annual rate of one quarter of one percent (0.25%) of the Fund's average daily
net assets attributable to your clients to compensate you for providing
shareholder services to such clients. Your payment will be accrued by us daily,
and will be payable on the last day of each calendar month for services
performed hereunder during that month or on such other schedule as you shall
request us in writing. You may waive your right to any fee or payment to which
you are entitled hereunder, provided such waiver is delivered to us in writing.

2. As a sub-shareholder servicing agent, you will perform the following,
among other things: answer customer inquiries regarding account status and
history, the manner in which purchases and redemptions of shares of the Fund may
be effected and certain other matters pertaining to the Fund; assist
shareholders in designating and changing dividend options, account designations
and addresses; provide necessary personnel and facilities to establish and
maintain shareholder accounts and records; assist in processing purchase and
redemption transactions; arrange for the wiring of funds; transmit and receive
funds in connection with customer orders to purchase or redeem shares; verify
and guarantee shareholder signatures in connection with redemption orders and
transfers and changes in shareholder-designated accounts; furnish (either
separately or on an integrated basis with other reports sent to a shareholder by
the Fund) monthly and year-end statements and confirmation of purchases and
redemptions; transmit, on behalf of the Fund, proxy statements, annual reports,
updating prospectuses and other communications from the Fund to shareholders of
the Fund; receive, tabulate and transmit the Fund proxies executed by
shareholders with respect to meeting of shareholders of the Fund; and provide
such other related services as the Fund or a shareholder may request

3. We will expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us, the Fund or to our
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.

4. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you, and this Agreement shall terminate automatically
in the event of any such transfer, assignment, sale, hypothecation or pledge by
you. The terms "transfer", "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed thereto by governing law and in applicable
rules or regulations of the Securities and Exchange Commission thereunder.

If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.

Very truly yours,

BESSEMER TRUST COMPANY, N.A.

By: /S/ DAVID G. CURRY

Name: David G. Curry
Title: Senior Vice President

ACCEPTED:

OXFORD CAPITAL MANAGEMENT, INC.

By: /S/ JOHN G. DANZ, JR.
-----------------------
Name: John G. Danz, Jr.
Title: Chairman

Exhibit h (ii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K

TRANSFER AGENCY AGREEMENT

AGREEMENT made this 15th day of November, 1999, between OLD WESTBURY
FUNDS, INC. (the "Company"), a Maryland corporation having its principal place
of business at 5800 Corporate Drive, Pittsburgh, PA 15237-7010, and BISYS FUND
SERVICES OHIO, INC. ("BISYS"), an Ohio corporation having its principal place of
business at 3435 Stelzer Road, Columbus, Ohio 43219.

WHEREAS, the Company desires that BISYS perform certain services for each
series of the Company (individually referred to herein as a "Fund" and
collective as the "Funds"); and

WHEREAS, BISYS is willing to perform such services on the terms and
conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual premises and covenants
herein set forth, the parties agree as follows:

1. SERVICES.
--------

BISYS shall perform for the Company the transfer agent services set
forth in Schedule A hereto. BISYS also agrees to perform for the Company such
special services incidental to the performance of the services enumerated herein
as agreed to by the parties from time to time. BISYS shall perform additional
services as are provided on an amendment to Schedule A hereof, in consideration
of such fees as the parties hereto may agree.

BISYS may, in its discretion, appoint in writing other parties
qualified to perform transfer agency services reasonably acceptable to the
Company (individually, a "Sub-transfer Agent") to carry out some or all of its
responsibilities under this Agreement with respect to a Fund; provided, however,
that the Sub-transfer Agent shall be the agent of BISYS and not the agent of the
Company or such Fund, and that BISYS shall be fully responsible for the acts of
such Sub-transfer Agency and shall not be relieved of any of its
responsibilities hereunder by the appointment of such Sub-transfer Agent.

2. FEES.
----

The Company shall pay BISYS for the services to be provided by BISYS
under this Agreement in accordance with, and in the manner set forth in,
Schedule B hereto. Fees for any additional services to be provided by BISYS
pursuant to an amendment to Schedule A hereto shall be subject to mutual
agreement at the time such amendment to Schedule A is proposed.

3. REIMBURSEMENT OF EXPENSES.
-------------------------

In addition to paying BISYS the fees described in Section 2 hereof,
the Company agrees to reimburse BISYS for BISYS' out-of-pocket expenses in
providing services hereunder, including without limitation, the following:

(a) All freight and other delivery and bonding charges incurred by
BISYS in delivering materials to and from the Company and in
delivering all materials to shareholders;

(b) All direct telephone, telephone transmission and telecopy or
other electronic transmission expenses incurred by BISYS in
communication with the Company, the Company's investment adviser
or custodian, dealers, shareholders or others as required for
BISYS to perform the services to be provided hereunder;

(c) Costs of postage, couriers, stock computer paper, statements,
labels, envelopes, checks, reports, letters, tax forms, proxies,
notices or other forms of printed material which shall be
required by BISYS for the performance of the services to be
provided hereunder;

(d) The cost of microfilm or microfiche of records or other materials; (e) All
systems-related expenses associated with the provision of special reports

and services pursuant to Schedule C attached hereto; and

(f) Any expenses BISYS shall incur at the written direction of an
officer of the Company thereunto duly authorized.

4. EFFECTIVE DATE.
--------------

This Agreement shall become effective as of the date first written
above (the "Effective Date").

5. TERM.
----

This Agreement shall continue in effect with respect to a Fund,
unless either terminated by either party hereto as provided hereunder, until
November 14, 2000 (the "Initial Term"). Thereafter, unless otherwise terminated
as provided herein, this Agreement shall be renewed automatically for successive
one-year periods ("Rollover Periods"). This Agreement may be terminated without
penalty (i) by provision of a notice of nonrenewal in the manner set forth
below, (ii) by mutual agreement of the parties or (iii) for "cause," as defined
below, upon the provision of ninety (90) days advance written notice by the
party alleging cause. Written notice of nonrenewal must be provided within
ninety (90) days of the end of the Initial Term or any Rollover Period, as the
case may be. In addition, notwithstanding the foregoing, either party may
terminate this Agreement during a Rollover Period, without penalty, by the
provision of ninety (90) days advance written notice to the other party.

For purposes of this Agreement, "cause" shall mean (a) a material
breach of this Agreement that has not been remedied for thirty (30) days
following written notice of such breach from the non-breaching party; (b) a
final, unappealable judicial, regulatory, or administrative ruling or order in
which the party to be terminated has been found guilty of criminal or unethical
behavior in the conduct of its business; (c) financial difficulties on the part
of the party to be terminated which are evidenced by the authorization or
commencement of, or involvement by way of pleading, answer, consent or
acquiescence in, a voluntary or involuntary case under Title 11 of the United
States Code, as from time to time is in effect, or any applicable law, other
than said Title 11, of any jurisdiction relating to the liquidation or
reorganization of debtors or to the modification or alteration of the rights of
creditors; (d) any failure on the part of the Company to collect from the
investment adviser any payment or reimbursement that is due and payable by the
investment adviser to the Company (including an amount due the Company that
directly or indirectly represents amounts payable to BISYS in its capacity as
Transfer Agent to the Company) within sixty (60) days following the due date; or
(e) any failure on the part of the Company to pay an amount that is due and
payable to BISYS or any of its affiliates under any other agreement to which the
Company is a party within sixty (60) days following the due date. For purposes
of this definition of "cause," a material breach shall include, but not be
limited to, any failure on the part of the Company to pay fees and/or expenses
due and payable to BISYS pursuant to Sections 2 and 3 hereunder within sixty
(60) days following the due date.

After such termination, for so long as BISYS, with the written
consent of the Company, in fact continues to perform any one or more of the
services contemplated by this Agreement or any Schedule or exhibit hereto, the
provisions of this Agreement, including without limitation the provisions
dealing with indemnification, shall continue in full force and effect. Fees and
out-of-pocket expenses incurred by BISYS but unpaid by the Company upon such
termination shall be immediately due and payable upon and notwithstanding such
termination. BISYS shall be entitled to collect from the Company, in addition to
the fees and disbursements provided by Sections 2 and 3 hereof, the amount of
all of BISYS' cash disbursements in connection with BISYS' activities in
effecting such termination, including without limitation, the delivery to the
Company and/or its distributor or investment adviser and/or other parties, of
the Company's property, records, instruments and documents.

If, for any reason other than nonrenewal, mutual agreement of the
parties or "cause," as defined above, BISYS is replaced as transfer agent, or if
a third party is added to perform all or a part of the services provided by
BISYS under this Agreement (excluding any Sub-transfer Agent appointed by BISYS
as provided in Section 1 hereof), then the Company shall make a one-time cash
payment, in consideration of the fee structure and services to be provided under
this Agreement, and not as a penalty, to BISYS equal to the balance due BISYS
for the remainder of the then-current term of this Agreement, assuming for
purposes of calculation of the payment that such balance shall be based upon the
average number of Company shareholder accounts for the twelve (12) months prior
to the date BISYS is replaced or a third party is added.

In the event the Company is merged into another legal entity in
party or in whole pursuant to any form of business reorganization or is
liquidated in part or in whole prior to the expiration of the then-current term
of this Agreement, the parties acknowledge and agree that the liquidated damages
provision set forth above shall be applicable in those instances in which BISYS
is not retained to provide transfer agency services consistent with this
Agreement, including the level of assets subject to such services. The one-time
cash payment referenced above shall be due and payable on the day prior to the
first day in which BISYS is replaced or a third party is added.

The parties further acknowledge and agree that, in the event BISYS
is replaced, or a third party is added, as set forth above, (i) a determination
of actual damages incurred by BISYS would be extremely difficult, and (ii) the
liquidated damages provision contained herein is intended to adequately
compensate BISYS for damages incurred and is not intended to constitute any form
of penalty.

6. UNCONTROLLABLE EVENTS.
---------------------

BISYS assumes no responsibility hereunder, and shall not be liable
for any damage, loss of data, delay or any loss whatsoever caused by events
beyond its reasonable control.

7. LEGAL ADVICE.
------------

BISYS shall notify the Company at any time BISYS believes that it is
in need of the advice of counsel (other than counsel in the regular employ of
BISYS or any affiliated companies) with regard to BISYS' responsibilities and
duties pursuant to this Agreement; and after so notifying the Company, BISYS, at
its discretion, shall be entitled to seek, receive and act upon advice of legal
counsel of its choosing, and BISYS shall in no event be liable to the Company or
any Fund or any shareholder or beneficial owner of the Company for any action
reasonably taken pursuant to such advice.

8. INSTRUCTIONS.
------------

Whenever BISYS is requested or authorized to take action hereunder
pursuant to instructions from a shareholder, or a properly authorized agent of a
shareholder ("shareholder's agent"), concerning an account in a Fund, BISYS
shall be entitled to rely upon any certificate, letter or other instrument or
communication, believed by BISYS to be genuine and to have been properly made,
signed or authorized by an officer or other authorized agent of the Company or
by the shareholder or shareholder's agent, as the case may be, and shall be
entitled to receive as conclusive proof of any fact or matter required to be
ascertained by it hereunder a certificate signed by an officer of the Company or
any person authorized by the Company's Board of Trustees/Directors (hereafter
referred to as the "Directors") or by the shareholder or shareholder's agent, as
the case may be.

As to the services to be provided hereunder, BISYS may rely
conclusively upon the terms of the Prospectuses and Statement of Additional
Information of the Company relating to the Funds to the extent that such
services are described therein unless BISYS receives written instructions to the
contrary in a timely manner from the Company.

9. STANDARD OF CARE; RELIANCE ON RECORDS AND INSTRUCTIONS;
INDEMNIFICATION.

BISYS shall use its best efforts to ensure the accuracy of all
services performed under this Agreement, but shall not be liable to the Company
for any action taken or omitted by it of its obligations and duties. The Company
agrees to indemnify and hold harmless BISYS, its employees, agents, directors,
officers and nominees from and against any and all claims, demands, actions and
suits, whether groundless or otherwise, and from and against any and all
judgments, liabilities, losses, damages, costs, charges, counsel fees and other
expenses of every nature and character arising out of or in any way relating to
BISYS' actions taken or nonactions with respect to the performance of services
under this Agreement or based, if applicable, upon reasonable reliance on
information, records, instructions or requests given or made to BISYS by the
Company, the investment adviser and on any records provided by any fund
accountant or custodian thereof; provided that this indemnification shall not
apply to actions or omissions of BISYS in cases of its own bad faith, willful
misfeasance, negligence or from reckless disregard by it of its obligations and
duties; and further provided that prior to confessing any claim against it which
may be the subject of this indemnification, BISYS shall give the Company written
notice of and reasonable opportunity to defend against said claim its own name
or in the name of BISYS.

10. RECORD RETENTION AND CONFIDENTIALITY.
------------------------------------

BISYS shall keep and maintain on behalf of the Company all books and
records which the Company or BISYS is, or may be, required to keep and maintain
pursuant to any applicable status, rules and regulations, including without
limitation Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as
amended (the "1940 Act"), relating to the maintenance of books and records in
connection with the services to be provided hereunder. BISYS further agrees that
all such books and records shall be the property of the Company and to make such
books and records available for inspection by the Company or by the Securities
and Exchange Commission (the "Commission") at reasonable times and otherwise to
keep confidential the books and records and other information relative to the
Company and its shareholders, except when requested to divulge such information
by duly-constituted authorities or court process, or requested by a shareholder
or a shareholder's agent with respect to information concerning an account as to
which such shareholder has either a legal or beneficial interest or when
requested by the Company, the shareholder, or shareholder's agent, or the dealer
of record to as to such account.

11. REPORTS.
-------

BISYS will furnish to the Company and to its properly-authorized
auditors, investment advisers, examiners, distributors, dealers, underwriters,
salesmen, insurance companies and others designated by the Company in writing,
such reports at such times as are prescribed in Schedule C attached hereto, or
as subsequently agreed upon by the parties pursuant to an amendment to Schedule
C. The Company agrees to examine each such report or copy promptly and will
report or cause to be reported any errors or discrepancies therein.

12. RIGHTS OF OWNERSHIP.
-------------------

All computer programs and procedures developed to perform services
required to be provided by BISYS under this Agreement are the property of BISYS.
All records and other data except such computer programs and procedures are the
exclusive property of the company and all such other records and data will be
furnished to the Company in appropriate form as soon as practicable after
termination of this Agreement for any reason.

13. RETURN OF RECORDS.
-----------------

BISYS may at its option at any time, and shall promptly upon the
Company's demand, turn over to the Company and cease to retain BISYS' files,
records and documents created and maintained by BISYS pursuant to this Agreement
which are no longer needed by BISYS in the performance of its services or for
its legal protection. If not so turned over to the Company, such documents and
records will be retained by BISYS for six years from the year of creation. At
the end of such six-year period, such records and documents will be turned over
to the Company unless the Company authorizes in writing the destruction of such
records and documents.

14. BANK ACCOUNTS.
-------------

The Company and the Funds shall establish and maintain such bank
account with such bank or banks as are selected by the Company, as are necessary
in order that BISYS may perform the services required to be performed hereunder.
To the extent that the performance of such services shall require BISYS directly
to disburse amounts for payment of dividends, redemption proceeds or other
purposes, the Company and the Funds shall provide such bank or banks with all
instructions and authorizations necessary for BISYS to effect such
disbursements.

15. REPRESENTATIONS OF THE COMPANY.
------------------------------

The Company certifies to BISYS that: (a) as of the close of business
on the Effective Date, each Fund which is in existence as of the Effective Date
has authorized 2 billion shares, and (b) by virtue of its Articles of
Incorporation, shares of each Fund which are redeemed by the Company may be sold
by the Company from its treasury, and (c) this Agreement has been duly
authorized by the Company and, when executed and delivered by the Company, will
constitute a legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with the terms, subject to bankruptcy,
insolvency, reorganization, moratorium and other laws of general application
affecting the rights and remedies of creditors and secured parties.

16. REPRESENTATIONS OF BISYS.
------------------------

BISYS represents and warrants that: (a) BISYS has been in, and shall
continue to be in, substantial compliance with all provision of law, including
Section 17A(c) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), required in connection with the performance if its duties under this
Agreement; and (b) the various procedures and systems which BISYS has
implemented with regard to safekeeping from loss or damage attributable to fire,
theft or any other cause of the blank checks, records, and other data of the
Company and BISYS' records, data, equipment, facilities and other property used
in the performance of its obligations hereunder are adequate and that it will
make such changes therein from time to time as are required for the secure
performance of its obligations hereunder.

17. INSURANCE.
---------

The Company shall maintain a fidelity bond covering larceny and
embezzlement and an insurance policy with respect to directors and officers
errors and omissions coverage in amounts that are appropriate in light of its
duties and responsibilities hereunder. BISYS shall notify the Company shroud its
insurance coverage with respect to professional liability or errors and
omissions coverage be canceled or reduced. Such notification shall include the
date of change and the reasons therefor. BISYS shall notify the Company of any
material claims against it with respect to services performed under this
Agreement, whether or not they may be covered by insurance, and shall notify the
Company from time to time as may be appropriate of the total outstanding claims
made by BISYS under its insurance coverage.

18. INFORMATION TO BE FURNISHED BY THE COMPANY AND FUNDS.
----------------------------------------------------

The Company has furnished to BISYS the following:

(a) Copies of the Articles of Incorporation of the Company and of any
amendments thereto, certified the proper official of the state in
which such Articles has been filed.

(b) Copies of the following documents:

1. The Company's Bylaws and any amendments thereto'

2. Certified copies of resolutions of the Directors covering the following
matters:

A. Approval of this Agreement and authorization of a specified officer of the
Company to execute and deliver this Agreement and
authorization for specified officers of the Company to
instruct BISYS hereunder; and

B. Authorization of BISYS to act as Transfer Agent for the Company on
behalf of the Funds.

(c) A list of all officers of the Company, together with specimen
signatures of those officers, who are authorized to instruct
BISYS in all matters.

(d) Two copies of the following (if such documents are employed by the
Company):

1. Prospectuses and Statement of Additional Information;

2. Distribution Agreement; and

3. All other forms commonly used by the Company or its
Distributor with regard to their relationships and
transactions with shareholders of the Funds.

(e) A certificate as to shares of common stock of the Company
authorized, issued and outstanding as of the Effective Date of
BISYS' appointment as Transfer Agent (or as of the date on which
BISYS' services are commenced, whichever is the later date) and
as to receipt of full consideration by the Company for all shares
outstanding, such statement to be certified by the Treasurer of
the Company.

19. INFORMATION FURNISHED BY BISYS.
------------------------------

BISYS has furnished to the Company the following:

(a) BISYS' Articles of Incorporation.

(b) BISYS' Bylaws and any amendments thereto.

1. Approval of this Agreement, and authorization of a specified officer of
BISYS to execute and deliver this Agreement;

2. Authorization of BISYS to act as Transfer Agent for the Company.

(d) A copy of the most recent independent accountants' report
relating to internal accounting control systems as filed with the
Commission pursuant to Rule 17Ad-13 under the Exchange Act.

20. AMENDMENTS TO DOCUMENTS.
-----------------------

The Company shall furnish BISYS written copies of any amendments to,
or changes in, any of the items referred to in Section 18 hereof forthwith upon
such amendments or changes becoming effective. In addition, the Company agrees
that no amendments will be made to the Prospectuses or Statement of Additional
Information of the Company which might have the effect of changing the
procedures employed by BISYS in providing the services agreed to hereunder or
which amendment might affect the duties of BISYS hereunder unless the Company
first obtains BISYS' approval of such amendments or changes.

21. RELIANCE ON AMENDMENTS.
----------------------

BISYS may rely on any amendments to or changes in any of the
documents and other items to be provided by the Company pursuant to Section 18
and 20 of this Agreement and the Company hereby indemnifies and holds harmless
BISYS from and against any and all claims, demands, actions, suits, judgments,
liabilities, losses, damages, costs, charges, counsel fees and other expenses of
every nature and character which may result from actions or omissions on the
part of BISYS in reasonable reliance upon such amendments and/or changes.
Although BISYS is authorized to rely on the above-mentioned amendments to and
changes in the documents and other items to be provided pursuant to Sections 18
and 20 hereof, BISYS shall be under no duty to comply with or take any action as
a result of any of such amendments or changes unless the Company first obtains
BISYS' written consent to and approval of such amendments or changes.

22. COMPLIANCE WITH LAW.
-------------------

Except for the obligations of BISYS set forth in Section 10 hereof,
the Company assumes full responsibility for the preparation, contents, and
distribution of each prospectus of the Company as to compliance with all
applicable requirements of the Securities Act of 1933, as amended (the "1933
Act"), the 1940 Act, and any other laws, rules and regulations of governmental
authorities having jurisdiction. BISYS shall have no obligation to take
cognizance of any laws relating to the sale of the Company's shares. The Company
represents and warrants that no shares of the Company will be offered to the
public until the Company's registration statement under the 1933 Act and the
1940 Act has been declared or becomes effective.

23. NOTICES.
-------

Any notice required or permitted to be given by either party to the
other shall be deemed sufficient if sent by registered mail or certified mail,
postage prepaid, addressed by the party giving notice to the other party at the
following addresses: if to the Company, at 5800 Corporate Drive, Pittsburgh,
Pennsylvania 15237-7010, Attention: President; if to BISYS, at 3435 Stelzer
Road, Columbus, Ohio 43119, Attention: President, or at such other addresses as
such party may from time to time specify in writing to the other party pursuant
to this Section.

24. HEADINGS.
--------

Paragraph headings in this Agreement are included for convenience
only and are not to be used to construe or interpret this Agreement.

25. ASSIGNMENT.
----------

This Agreement and the rights and duties hereunder shall not be
assignable by either of the parties hereto except by the specific written
consent of the other party. This Section 25 shall not limit or in any way affect
BISYS' right to appoint a Sub-transfer Agent pursuant to Section 1 hereof. This
Agreement shall be binding upon, and shall inure to the benefit of, the parties
hereto and their respective successors and permitted assigns.

26. GOVERNING LAW.
-------------

This Agreement shall be governed by and provisions shall be
construed in accordance with the laws of the State of Ohio.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed all as of the day and year first above written.

OLD WESTBURY FUNDS, INC.

By: /S/ C. CHRISTINE THOMSON

Title: Vice President

BISYS FUND SERVICES OHIO, INC.

By: /S/ WILLIAM J. TOMKO

Title: President

SCHEDULE A

TO THE TRANSFER AGENCY AGREEMENT

BETWEEN

OLD WESTBURY FUNDS, INC.

AND

BISYS FUND SERVICES OHIO, INC.

TRANSFER AGENCY SERVICES

1. SHAREHOLDER TRANSACTIONS

a. Process shareholder purchase and redemption orders.

b. Set up account information, including address, dividend option,
taxpayer identification numbers and wire instructions.

c. Issue confirmations in compliance with Rule 10b-10 under the
Securities Exchange Act of 1934, as amended.

d. Issue periodic statements for shareholders.

e. Process transfers and exchanges.

f. Process dividend payments, including the purchase of new shares,
through dividend reimbursement.

2. SHAREHOLDER INFORMATION SERVICES

a. Make information available to shareholder servicing unit and other
remote access units regarding trade date, share price, current
holdings, yields and dividend information.

b. Produce detailed history of transactions through duplicate or special
order statements upon request.

c. Providing mailing labels for distribution of financial reports,
prospectuses, proxy statements or marketing material to current
shareholders.

3. COMPLIANCE REPORTING

a. Provide reports to the Securities and Exchange Commission, the
National Association of Securities Dealers and the States in which the
Fund is registered.

b. Prepare and distribute appropriate Internal Revenue Service forms for
corresponding Fund and shareholder income and capital gains.

c. Issue tax withholding reports to the Internal Revenue Service.

4. DEALER/LOAD PROCESSING (IF APPLICABLE)
--------------------------------------

a. Provide reports for tracking rights of accumulation and purchases made
under a Letter of Intent.

b. Account for separate of shareholder investments from transaction sale
charges for purchase of Fund shares.

c. Calculate fees due under 12b-1 plans for distribution and marketing
expenses.

d. Track sales and commission statistics by dealer and provide for
payment of commissions on direct shareholder purchases in a load Fund.

5. SHAREHOLDER ACCOUNT MAINTENANCE

a. Maintain all shareholder records for each account in the Company.

b. Issue customer statements on scheduled cycle, providing duplicate
second and third party copies if required.

c. Record shareholder account information changes.

d. Maintain account documentation files for each shareholder.

SCHEDULE B

TO THE TRANSFER AGNECY AGREEMENT

BETWEEN

OLD WESTBURY FUNDS, INC.

AND

BISYS FUND SERVICES OHIO, INC.

TRANSFER AGENT FEES

ANNUAL PER FUND FEE: $11,000

ANNUAL PER SHAREHOLDER ACCOUNT FEE (applicable only for account in excess
of 100): $20.00

ADDITIONAL SERVICES:

Additional services such as IRA processing, development of interface
capabilities, servicing of 403(b) and 408(c) accounts, management of cash sweeps
between DDAs and mutual fund accounts and coordination of the printing and
distribution of prospectuses, annual reports and semi-annual reports are subject
to additional fees which will be quoted upon request. Programming costs or
database management fees for special reports or specialized processing will be
quoted upon request.

MULTIPLE CLASSES OF SHARES:

Classes of shares which have different net asset values or pay different
daily dividends will be treated as separate classes, and the fee schedule above,
including the appropriate minimums, will be charged for each separate class.

OUT-OF-POCKET EXPENSES:

BISYS shall be entitled to be reimbursed for all reasonable out-of-pocket
expenses including, but not limited to, the expenses set forth in Section 3 of
the Transfer Agency Agreement to which this Schedule B is attached.

SCHEDULE C

TO THE TRANSFER AGENCY AGREEMENT

BETWEEN

OLD WESTBURY FUNDS, INC.

AND

BISYS FUND SERVICES OHIO, INC.

REPORTS

1. Daily Shareholder Activity Journal

2. Daily Fund Activity Summary Report

a. Beginning Balance

b. Dealer Transactions

c. Shareholder Transactions

d. Reinvested Dividends

e. Exchanges

f. Adjustments

g. Ending Balance

3. Daily Wire and Check Registers

4. Monthly Dealer Processing Reports

5. Monthly Dividend Reports

6. Sales Data Reports for Blue Sky Registration

7. Annual report by independent public accountants concerning BISYS' shareholder
system and internal accounting control systems to be filed with the
Securities and Exchange Commission pursuant to Rule 17Ad-13 of the Securities
Exchange Act of 1934, as amended.

8. Such special reports and additional information that the parties may agree
upon, from time to time.

Exhibit a (iii) under Form N-1A
Exhibit 3 (i) under Item 601/Reg. S-K

CERTIFIED RESOLUTIONS OF

OLD WESTBURY FUNDS, INC.

RESOLVED, that the principal executive offices of the Fund be, and hereby
are changed to and maintained at the Federated Tower, Pittsburgh, Pennsylvania
15222-3779.

RESOLVED, that the agent for service of process for the Fund in Maryland
is hereby changed to Corporation Trust Incorporated, 32 South Street, Baltimore,
MD 21202.

IN WITNESS WHEREOF, I hereunto set my hand this 18th day of August, 1997.

/S/ C. GRANT ANDERSON
C. Grant Anderson
Secretary

Exhibit a (iv) under Form N-1A
Exhibit 3 (i) under Item 601/Reg. S-K

OLD WESTBURY FUNDS, INC.

ARTICLE SUPPLEMENTARY TO THE CHARTER

Old Westbury Funds, Inc., a Maryland corporation having its principal
office in Baltimore City, Maryland (hereinafter called the Corporation), hereby
certifies to the State Department of Assessments and Taxation of Maryland, that:

FIRST: The Board of Directors of the Corporation on November 13, 1997, at a
Regular Meeting, established and designated three series (the "Funds") of shares
of the Corporation, allocated to the following class of Common Stock: Old
Westbury Fixed Income Fund, consisting of four billion (4,000,000,000) unissued
shares of the par value of $0.001 per share of the Common Stock of the
Corporation by setting the preferences, rights, voting powers, restrictions,
limitation as to dividends, qualification or terms of redemption of, and the
conversion or other rights, thereof as hereinafter set forth; Old Westbury Core
Equities Fund, consisting of four billion (4,000,000,000) unissued shares of the
par value of $0.001 per share of the Common Stock of the Corporation by setting
the preferences, rights, voting powers, restrictions, limitation as to
dividends, qualification or terms of redemption of, and the conversion or other
rights, thereof as hereinafter set forth; and Old Westbury Municipal Bond Fund,
consisting of four billion (4,000,000,000) unissued shares of the par value of
$0.001 per share of the Common Stock of the Corporation by setting the
preferences, rights, voting powers, restrictions, limitation as to dividends,
qualification or terms of redemption of, and the conversion or other rights,
thereof as hereinafter set forth.

SECOND: A description of the shares so classified with the preferences,
conversion and other rights, voting powers, restrictions, limitations as to
dividends, qualifications and terms and conditions of redemption as set or
changed by the Board of Directors of the Corporation is as set forth in the
charter of the Corporation; except as follows:

A. The Funds shall be authorized to hold cash, invest in securities,
instruments and other properties and use investment techniques as from time to
time described in the Corporation's then currently effective registration
statement under the Securities Act of 1933 to the extent pertaining to the
offering of Shares of the Funds ("Shares"). Each Share, except as provided
herein, shall have the same characteristics as shares of Old Westbury Growth
Opportunity Fund and Old Westbury International Fund. The proceeds of sales of
Shares, together with any income and gain thereon, less any diminution or
expenses thereof, shall irrevocably belong to the respective Funds, unless
otherwise required by law.

B. Shareholders of the respective Funds shall vote separately as a class on
any matter to the extent required by, and any matter shall be deemed to have
been effectively acted upon with respect to the Funds as provided in, Rule
18f-2, as from time to time in effect, under the Investment Company Act of 1940,
as amended, or any successor rule, and by the Charter.

C. At any meeting of shareholders of the respective Funds, a shareholder
may vote any Shares as to which such shareholder is the holder or agent of
record and which are not otherwise represented in person or by proxy at the
meeting, proportionately in accordance with the votes cast by holders of all
Shares otherwise represented at the meeting in person or by proxy as to which
such shareholder is the holder or agent of record. Any Shares so voted by a
shareholder will be deemed represented at the meeting for all purposes,
including quorum purposes.

D. All Shares shall be subject to redemption and redeemable at the time
option of the Corporation. The Board of Directors may by resolution from time to
time authorize the Corporation to require the redemption of all or any part of
any outstanding Shares, without the vote or consent of shareholders (including
through the establishment of uniform standards with respect to the minimum net
asset value of a shareholder account), upon the sending of written notice
thereof to each shareholder any of whose Shares are so redeemed and upon such
terms and conditions as the Board of Directors shall deem advisable, out of
funds legally available therefor, at net asset value per Share determined in
accordance with the provisions of the applicable then-current prospectus of the
respective Fund and to take all other steps deemed necessary or advisable in
connection therewith. The Board of Directors may authorize the closing of those
accounts not meeting the specified minimum standards of net asset value by
redeeming all of the Shares in such accounts.

E. The Funds' Shareholder Serving Agent may establish for its customers an
involuntary redemption requirement. If the value of a shareholder's holdings
falls below that amount because of a redemption of Shares, the shareholder's
remaining Shares may be redeemed. If such remaining Shares are to be redeemed,
the shareholder will be notified that the value of his holdings has fallen below
that amount and be allowed 60 days to make an additional investment to enable
the shareholder to meet the minimum requirement before the redemption is
processed.

THIRD: The shares aforesaid have been duly classified by the entire Board
of Directors pursuant to authority and power contained in the charter of the
Corporation.

IN WITNESS WHEREOF, Old Westbury Funds, Inc. has duly caused these present
to be signed in its name and on its behalf by its Vice President and attested by
its Secretary on November 13, 1997.

OLD WESTBURY FUNDS, INC.

By: /S/ C. CHRISTINE THOMSON
C. Christine Thomson, Vice President

Attest:

/S/ C. GRANT ANDERSON

C. Grant Anderson, Secretary

THE UNDERSIGNED, Vice President of Old Westbury Funds, Inc., who executed
on behalf of said Corporation the foregoing Articles Supplementary to the
Charter, of which this certificate is made a part, hereby acknowledges, in the
name and on behalf of said Corporation, the foregoing Articles Supplementary to
the Charter to be the best of her knowledge, information and belief, the matters
and facts set forth therein with respect to the approval thereof are true in all
material respects, under the penalties of perjury.

/S/ C. CHRISTINE THOMSON
C. Christine Thomson

Exhibit (j) under N-1A
Exhibit 8 under 601/Reg SK

DELOITTE & TOUCHE

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the reference to our firm under the caption "Financial
Highlights" and to the use of our report dated December 17, 1999, in
Post-Effective Amendment No. 14 of the Registration Statement on Form N-1A No.
33-66528 and the related Prospectus of Old Westbury Funds, Inc. dated February
29, 2000.

By: /s/ DELOITTE & TOUCHE
Deloitte & Touche
Certified Public Accountants

Boston, Massachusetts
February 28, 2000