DEF 14A 1 c80513_def14a.htm

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

 

Filed by the Registrant  x          Filed by a Party other than the Registrant o

Check the appropriate box:

 

o Preliminary Proxy Statement.

 

o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)).

 

x Definitive Proxy Statement.

 

o Definitive Additional Materials.

 

o Soliciting Material Pursuant to §240.14a-12.

 

     

OLD WESTBURY FUNDS, INC.

(Name of Registrant as Specified in its Charter)

 

Payment of Filing Fee (Check the appropriate box):

 

x No fee required.

 

o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

  1) Title of each class of securities to which transaction applies:  
     
  2) Aggregate number of securities to which transaction applies:  
     
  3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):  
     
  4) Proposed maximum aggregate value of transaction:  
     
  5) Total fee paid:  
     
 
o Fee paid previously with preliminary materials.  

 

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

 

  1) Amount Previously Paid:
   
  2) Form, Schedule or Registration Statement No.:
   
  3) Filing Party:
   
  4) Date Filed:
   

 

 

OLD WESTBURY FUNDS, INC.
760 Moore Road
King of Prussia, Pennsylvania 19406

Old Westbury Real Return Fund

Dear Shareholder:

On behalf of the Board of Directors of Old Westbury Funds, Inc. (the “Corporation”), we are pleased to invite you to a special meeting of shareholders of Old Westbury Real Return Fund (the “Fund”), a series of the Corporation, to be held at 10 a.m. Eastern Time on March 16, 2015, at the offices of the Corporation located at 760 Moore Road, King of Prussia, Pennsylvania 19406.

As is discussed in more detail in the enclosed Proxy Statement, you will be asked to approve the following proposal, which is being recommended by the Board of Directors:
 

•

  

To consider and act upon a proposal to liquidate and dissolve the Fund pursuant to the Plan of Liquidation adopted by the Board of Directors of the Corporation, a copy of which is attached as Appendix A to the proxy statement.

Your vote is important

After reviewing this proposal, your Board of Directors unanimously approved the proposal and recommends approval by the shareholders of the Fund, as is more fully described in the accompanying Proxy Statement. It is now your turn to review the proposal and vote on it at the upcoming meeting.

If you are not available to attend the meeting, then please promptly complete, date, sign and return the enclosed proxy card(s) in order to avoid the expense of additional mailings or contacting you by telephone. No matter how many shares you own, your timely vote is important.

Thank you in advance for your consideration of this important matter.

Sincerely,

/s/ David W. Rossmiller

David W. Rossmiller
President & Chief Executive Officer
Old Westbury Funds, Inc.

 

OLD WESTBURY FUNDS, INC
760 Moore Road
King of Prussia, Pennsylvania 19406

Old Westbury Real Return Fund

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD ON MARCH 16, 2015

 

To the Shareholders of Old Westbury Real Return Fund:

Notice is hereby given that a Special Meeting of Shareholders (including any postponements or adjournments thereof, the “Meeting”) of Old Westbury Real Return Fund (the “Fund”), a series of Old Westbury Funds, Inc. (the “Corporation”), will be held at 10 a.m. Eastern Time on March 16, 2015, at the offices of the Corporation located at 760 Moore Road, King of Prussia, Pennsylvania 19406, for the following purposes:
 

•

  

To consider and act upon a proposal to liquidate and dissolve the Fund pursuant to the Plan of Liquidation adopted by the Board of Directors of the Corporation, a copy of which is attached as Appendix A to the proxy statement accompanying this notice.

 

•

  

To consider and act upon such other matters as may properly come before the Meeting or any adjourned sessions thereof.

Shareholders of record as of the close of business on February 25, 2015 are entitled to notice of, and to vote at, the Meeting.

March 5, 2015

By Order of the Board of Directors

/s/ Diane J. Drake

Diane J. Drake
Secretary
Old Westbury Funds, Inc.

YOUR VOTE IS IMPORTANT

Please respond — your vote is important. Whether or not you plan to attend the Meeting, please promptly complete, date, sign and return the enclosed proxy card(s) in the enclosed postage-prepaid envelope. Alternatively, you may vote via telephone or the internet by following the instructions on the enclosed proxy card(s). Please vote now in order to avoid the cost of additional solicitations.

 

OLD WESTBURY FUNDS, INC.
760 Moore Road
King of Prussia, Pennsylvania 19406

Old Westbury Real Return Fund

 

PROXY STATEMENT

 

The Board of Directors (the “Board”) of Old Westbury Funds, Inc. (the “Corporation”) is soliciting proxies from shareholders of Old Westbury Real Return Fund (the “Fund”), a series of the Corporation, in connection with a special meeting of shareholders (the “Meeting”) of the Fund to be held at 10 a.m. Eastern Time on March 16, 2015, at the offices of the Corporation located at 760 Moore Road, King of Prussia, Pennsylvania 19406. The Notice of the Meeting, this Proxy Statement and the enclosed proxy card(s) are being sent to shareholders of record as of February 25, 2015 (the “Record Date”) beginning on or about March 5, 2015. You may obtain a copy of the Corporation’s most recent annual report for the 12-month period ended October 31, 2014 free of charge by calling 1-800-607-2200.

The Meeting is being called for the following purposes: (1) To consider and act upon a proposal to liquidate and dissolve the Fund pursuant to the Plan of Liquidation adopted by the Board of Directors of the Corporation, a copy of which is attached as Appendix A to this Proxy Statement (the “Liquidation”); and (2) to consider and act upon such other matters as may properly come before the Meeting or any adjourned sessions thereof.

Part I of this Proxy Statement contains information relating to the proposal to approve the proposed Liquidation. Part II contains additional background information about the Corporation, Bessemer Investment Management LLC (the “Adviser”) and other matters. Part III contains general information about the Meeting and shareholder voting. As of the Record Date, the number of shares of the Fund that were issued and outstanding was 68,742,922.504.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on March 16, 2015: This Proxy Statement is available at www.proxyvote.com.

 

I. PROPOSAL 1 — LIQUIDATION AND DISSOLUTION OF THE FUND

Overview

At a meeting held on February 11-12, 2015, the Board of Directors, including a majority of the directors who are not “interested persons,” as that term is defined in the Investment Company Act of1940, as amended (“1940 Act”), deemed advisable and approved the liquidation and dissolution of the Fund pursuant to the Plan of Liquidation adopted by the Board of Directors (the “Plan”), a form of which is attached hereto as Appendix A, and directed that the matter be submitted to the Fund’s shareholders for their consideration and approval. The Corporation’s Articles of Restatement require that the liquidation and dissolution of the Fund be approved by the vote of a majority of the outstanding voting securities of the Fund.

If shareholders approve the liquidation and dissolution of the Fund pursuant to the Plan, the Adviser will direct the orderly liquidation of the Fund’s assets as soon as reasonably practicable, the discharging of, making reasonable provision for the payment of, or maintaining reserves against all liabilities of the Fund, and the distribution of the net proceeds to shareholders in one or more liquidating distributions. Fund management expects that shareholders will receive such distributions in cash, cash equivalents or in-kind. As soon as reasonably practicable following the payment of the final liquidating distribution, the Fund will dissolve. In addition, as soon as practicable after the liquidation and distribution of the Fund’s assets, the Corporation will file, with respect to the Fund, if required, a final Form N-SAR (semi-annual report) with the Securities and Exchange Commission. If shareholders do not approve the liquidation and dissolution of the Fund pursuant to the Plan, the Board of Directors will consider what further action, if any, to take.

Board Considerations

The Board of Directors unanimously deemed advisable and approved the proposed Liquidation of the Fund pursuant to the Plan after considering other alternatives. Specifically, the Board considered the possibility of merging the Fund with another series of the Corporation by means of a plan of reorganization. The Board determined, however, that no other series of the Corporation would be an appropriate vehicle to acquire all of the Fund’s assets. In addition, after review and consideration of the costs involved for the Fund in (1) preparing an agreement and plan of reorganization, (2) preparing a Form N-14 prospectus/proxy statement and (3) soliciting shareholder approval of the transaction, the Board concluded that merging the Fund into another series of the Corporation would not be a viable strategic alternative given the relatively small size of the Fund and the number of shareholders. In reaching its decision to recommend approval of the Plan, the Board of Directors did not identify any single factor as being of paramount importance. The Board further considered the Fund’s substantial capital loss carryforwards (approximately $389,392,051 as of October 31, 2014), which could generally be used to offset any gains realized by the liquidation of the Fund’s portfolio securities. The Board further considered the fact that, given the unrealized loss in the Fund’s portfolio as of October 31, 2014, it was likely that all capital loss carryforwards will be lost, and the benefit of such capital loss carryforwards will not be passed through to shareholders.

Based upon its review, the Board of Directors determined that the Plan is in the in the best interests of the Fund and its shareholders. Accordingly, following review and discussions with the Adviser and Fund counsel, the Fund’s Directors, including the independent Directors, then unanimously deemed advisable and approved the liquidation and dissolution of the Fund pursuant to the Plan and directed that the Plan be submitted for consideration by the Fund’s shareholders.

Description of the Plan and Liquidation of the Fund

Effective Date of the Plan and Liquidation of the Fund’s Assets. The Plan shall become effective immediately upon the adoption and approval of the Plan by the vote of a majority of the outstanding voting securities of the Fund, as defined under the 1940 Act. The date of such adoption and approval of the Plan by shareholders is hereinafter called the “Effective Date.” After the Effective Date, the Fund shall not engage in any business activities except for the purpose of winding up its business and affairs, and distributing its assets to its shareholders in accordance with the provisions of this Plan after the payment to (or reservation of assets for payment to) all creditors of the Fund; provided that the Fund shall, prior to the making of the final

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liquidating distribution, continue to, as determined to be appropriate by the Board, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares of another series of the Corporation, as applicable.

Liquidation Distributions. Following shareholder approval of the liquidation of the Fund, the Fund will, as soon as reasonable and practicable after the Effective Date, complete the sale of the portfolio investments it holds in order to convert its assets to cash and will not engage in any business activity except for the purpose of winding up its business and affairs, and distributing assets to shareholders after the payment to (or reservation of assets for payment to) all creditors of the Fund; provided that the Fund may, prior to the making of the final liquidating distribution and as determined to be appropriate by the Board, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares of another series of the Corporation. After the distribution of assets to shareholders, the Fund will be dissolved in accordance with the Plan and Maryland law. The Plan provides that the Directors may authorize such variations from, or amendments to, the provisions of the Plan as may be necessary or appropriate to effect the dissolution and complete liquidation and termination of the existence of the Fund in accordance with the purposes intended to be accomplished by the Plan.

As soon as practicable after the Effective Date and after shareholder approval of the Plan, the Fund will send to each shareholder of record a liquidating distribution equal to the shareholder’s proportionate interest in the remaining assets of the Fund and information concerning the sources of the liquidating distribution.

Expenses. The Adviser shall bear the expenses incurred in carrying out the Plan.

Implementation. The Plan provides that the Directors and officers of the Corporation may take such actions as are necessary to effectuate the Plan, and that the Directors shall have the authority to authorize such amendments of the provisions of the Plan as may be necessary or appropriate to marshal the assets of the Fund and to effect the dissolution, complete liquidation and termination of the existence of the Fund and the purposes to be accomplished by the Plan.

General Income Tax Consequences

The following is a summary of certain federal income tax considerations generally relevant to the Fund and its shareholders. No attempt is made to present a detailed explanation of the tax treatment of the Fund or its shareholders, and the discussion here is not intended as a substitute for careful tax planning. Shareholders are urged to consult their tax advisors with specific reference to their own tax situations.

This general discussion of certain federal income tax consequences is based on the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder as in effect on the date of this Proxy Statement. New legislation, as well as administrative changes or court decisions, may significantly change the conclusions expressed herein, possibly with retroactive effect.

If its shareholders approve the liquidation and dissolution of the Fund pursuant to the Plan, the Fund will sell its assets and distribute the proceeds and any income to shareholders. The Fund anticipates that it will retain its qualification for treatment as a regulated investment company during the liquidation period and will make required distributions so that it will not be taxed on the Fund’s net gain, if any, realized from the sale of its assets. As described below, the Fund may, if eligible, treat all or a portion of the amounts required to be distributed as having been paid out as part of the liquidation distribution.

The Fund expects to treat all or a portion of its investment company taxable income, if any, and its net capital gains, if any, required to be distributed for the taxable years ending at or prior to the dissolution date, as an income dividend or capital gain distribution, as applicable, on account of the Fund’s final taxable year as having been paid out as liquidation distributions made to the Fund’s shareholders in complete liquidation of the Fund. As described in the next paragraph, any such liquidation distributions (in lieu of an income dividend or capital gain distribution) will be treated for U.S. federal income tax purposes as having been received by Fund shareholders as consideration for a sale or exchange of their Fund stock. However, to the extent necessary, the Fund may declare, before the date of dissolution, a dividend or dividends which, together with all such previous dividends, will have the effect of distributing to the Fund’s shareholders all or a portion of such income and gains for the taxable years ending at or prior to the dissolution date (computed without regard to any deduction

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for dividends paid), if any, realized in the taxable years ending at or prior to the dissolution date (after reduction for any capital loss carryforward) and any additional amounts necessary to avoid any income or excise tax for such periods. The tax consequences to shareholders from any such dividends will be the same as is normally the case with respect to the payment of dividends by the Fund.

A shareholder who receives liquidating distributions will be treated as having received the distribution in exchange for the shareholder’s stock in the Fund and will recognize gain or loss based on the difference between the amount received and the shareholder’s basis in the Fund stock. If a shareholder holds stock as capital assets, the gain or loss will be characterized as a capital gain or loss. If the stock has been held for more than one year, any such gain will be treated as long-term capital gain, taxable to individual shareholders at a maximum U.S. federal tax rate of 15% or 20%, and any such loss will be treated as long-term capital loss. Capital gain or loss on stock held for one year or less will be treated as short-term capital gain or loss, except that any loss realized with respect to stock in the Fund held for six months or less will be treated as long-term capital loss to the extent of any capital gain dividends that were received on the stock.

Liquidating distributions to a shareholder may be subject to backup withholding. Generally, shareholders subject to backup withholding will be those for whom no taxpayer identification number is on file with the applicable withholding agent, those who, to such withholding agent’s knowledge, have furnished an incorrect number, and those who underreport their tax liability. Certain shareholders specified in the Code may be exempt from backup withholding. The backup withholding tax is not an additional tax and may be credited against a taxpayer’s U.S. federal income tax liability.

Distributions of liquidation proceeds from a tax-qualified plan or individual retirement account to the plan participant or account holder may have adverse tax consequences. Shareholders should discuss the impact, if any, of the liquidation with their tax adviser.

THE BOARD UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND VOTE FOR THE PROPOSAL TO LIQUIDATE AND DISSOLVE THE FUND PURSUANT TO THE PLAN.

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II. INFORMATION ABOUT THE CORPORATION

This section provides certain information about the Corporation, including information about the Adviser, the distributor, administrator, and the identity of persons holding more than 5% of the outstanding shares of any Fund.

The Corporation is an open-end, management investment company that was established under the laws of the State of Maryland on August 26, 1993. The Corporation currently offers seven portfolios or funds. The address of the Corporation is 760 Moore Road, King of Prussia, PA 19406.

Officers of the Corporation

The following table provides information about the officers of the Corporation.

Officers

 

 

 

 

 

 

 

Name, Address, and Age

  

Position(s) Held
with Funds

  

Term of Office; Term Served in Office

  

Principal Occupation(s)
During Past 5 Years

 

David W. Rossmiller
630 Fifth Avenue
New York, NY 10111
Age: 57

  

President & Chief Executive Officer

  

Indefinite;
2 Years

  

Managing Director and Head of Fixed Income, Bessemer Trust Company, N.A. (Since 2010); Managing Director and Global Head, Fixed Income, Deutsche Bank (1999-2010).

 

Steven L. Williamson
630 Fifth Avenue
New York, NY 10111
Age: 61

  

Chief Legal Officer

  

Indefinite;
11 Years

  

Managing Director and General Counsel, The Bessemer Group, Incorporated and principal bank subsidiaries (Since 2007).

 

Don J. Andrews
630 Fifth Avenue
New York, NY 10111
Age: 56

  

Vice President


Chief Compliance Officer

  

Indefinite;
9 Years

6 Years

  

Managing Director and Chief Compliance Officer, Bessemer Trust Company, N.A. (Since 2002).

 

 

 

 

 

 

 

 

  

Chief Risk Management
Officer

  

5 Years

 

 

 

Matthew A. Rizzi
630 Fifth Avenue
New York, NY 10111
Age: 41

  

Vice President
Treasurer

  

Indefinite;
Since March 2014
Since April 2014

  

Principal and Head of Trust Accounting, Bessemer Trust Company, N.A. (Since 2009).

 

Nicola R. Knight
630 Fifth Avenue
New York, NY 10111
Age: 52

  

Assistant Secretary

  

Indefinite;
5 Years

  

Principal and Associate General Counsel of Bessemer Trust Company, N.A. (Since 2007).

 

Richard Murtagh
630 Fifth Avenue
New York, NY 10111
Age: 54

  

Vice President & Assistant Treasurer

  

Indefinite;
Since February 2014

  

Managing Director and Corporate Controller, Bessemer Trust Company, N.A. (Since 2010); Principal and Corporate Controller, Bessemer Trust Company, N.A. (2000 to 2010).

 

 

 

 

 

 

 

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Name, Address, and Age

  

Position(s) Held
with Funds

  

Term of Office; Term Served in Office

  

Principal Occupation(s)
During Past 5 Years

 

Donna Israel
630 Fifth Avenue
New York, NY 10111
Age: 48

  

Anti-Money Laundering Officer

  

Indefinite;
Since August 2014

  

Vice President and Investment Compliance Analyst, Bessemer Trust Company, N.A. (Since 2013); Director of Investment Compliance, Morgan Stanley Investment Management (2006 to 2013).

 

Andrew J. McNally
760 Moore Road
King of Prussia, PA 19406
Age: 44

  

Vice President


Assistant Treasurer

  

Indefinite;
8 Years

5 Years

  

Vice President and Senior Director of Fund Accounting & Administration, BNY Mellon Investment Servicing (US) Inc. (“BNY Mellon”) (formerly, PNC Global Investment Servicing (U.S.) Inc.) (financial services company) (Since 2007).

 

Diane J. Drake
301 Bellevue Parkway
Wilmington, DE 19809
Age: 47

  

Secretary

  

Indefinite;
8 Years

  

Managing Director and Senior Counsel, BNY Mellon (Since 2010); Vice President and Counsel, BNY Mellon (2008-2010).

 

Jack Jafolla
760 Moore Road
King of Prussia, PA
19406
Age: 44

  

Assistant Treasurer

  

Indefinite;
8 Years

  

Senior Manager of NAV Operations, BNY Mellon (Since 2008).

 

William H. Wallace, III
301 Bellevue Parkway
Wilmington, DE 19809
Age: 45

  

Assistant Secretary

  

Indefinite;
2 Years

  

Vice President and Manager, BNY Mellon (Since 2010); Assistant Vice President and Manager, BNY Mellon (2008-2010).

 

Current Service Providers

Investment Adviser. Bessemer Investment Management LLC serves as investment adviser to the Fund and is a wholly-owned subsidiary of Bessemer. The Adviser is located at 630 Fifth Avenue, New York, New York 10111.

Distributor. Foreside Funds Distributors LLC, located at 899 Cassatt Road, 400 Berwyn Park, Suite 110, Berwyn, PA 19312, serves as the Funds’ Distributor.

Administrator. BNY Mellon Investment Servicing (US) Inc., located at 301 Bellevue Parkway, Wilmington, Delaware 19809, serves as the Funds’ Administrator.

Significant Shareholders. As of the Record Date, the Board of Directors and officers of the Corporation, in the aggregate, owned less than 1% of the outstanding shares of the Fund.

The persons listed in the table below are deemed to be control persons or principal owners of the Fund, as defined in the 1940 Act. Control persons own of record or beneficially 25% or more of the Fund’s outstanding securities and are presumed to control the Fund for purposes of voting on matters submitted to a vote of

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shareholders. The effect of such control may be to reduce the ability of other shareholders of the Fund to take actions requiring the vote of holders of a plurality or majority of the Fund’s shares without the approval of the controlling shareholder. Principal holders own of record or beneficially 5% or more of the Fund’s outstanding voting securities.

As of the Record Date and as set forth below, NAIDOT & Co., acting in various capacities for numerous accounts, was the owner of record of 5% or more of the Fund’s outstanding shares:

 

 

 

Naidot & Co

  

99.02%

c/o Bessemer Trust Company
Attn - Custody Department
100 Woodbridge Ctr. Dr.
Woodbridge NJ 07095-1162

 

 

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III. VOTING INFORMATION

Record Date, Quorum and Methods of Tabulation

Shareholders of record at the close of business on February 25, 2015 (the Record Date) are entitled to notice of, and to vote at, the Meeting and any adjournment thereof. A quorum of shareholders of the Fund is required to take action on the proposal. One-third of the Fund’s shares outstanding and entitled to vote, as of the Record Date, present in person or by proxy, constitutes a quorum for the transaction of business by the Fund’s shareholders at the Meeting.

Each shareholder is entitled to one vote for each share he or she owns of the Fund. Shares represented by timely, duly executed proxies will be voted as you instruct. If no specification is made with respect to a particular matter, shares will be voted in accordance with the recommendation of the Board. Proxies may be revoked at any time before they are exercised by sending a written revocation which is received by the Secretary of the Corporation prior to any such exercise, by properly executing a later-dated proxy, or by attending the Meeting and voting in person.

Votes cast by proxy or in person at the Meeting will be counted by persons appointed by the Board as inspectors both for the purpose of determining the presence of a quorum and for calculating the votes cast on the issues before the Meeting. Abstentions will be counted for quorum purposes. However, abstentions will have no effect on the outcome of the vote on the proposal.

Adjournments

In the event that a quorum is not present for purposes of acting on a proposal, or if sufficient votes in favor of a proposal are not received by the time of the Meeting, the chairman of the Meeting may adjourn the Meeting to permit further solicitation of proxies.

Solicitations of Proxies

The solicitation of proxies by mail and telephone may be made by officers and Directors of the Corporation and officers and employees of the Adviser, its affiliates and other representatives of the Corporation. The costs of preparing, printing and mailing this Proxy Statement and the cost of holding the Meeting (including the costs of any additional solicitation and any adjournment session) will be borne by the Adviser. The estimated cost to the Adviser of soliciting proxies for this liquidation proposal will be $13,000. This amount is subject to change.

Methods of Voting

You can vote your shares by completing and signing the enclosed proxy card(s) and mailing it (them) in the enclosed postage-paid envelope. You may also vote by attending the Meeting in person and voting. In addition, you may also vote by touch-tone telephone by calling the toll-free number printed on your proxy card(s) and following the recorded instructions or via internet by visiting the website printed on your proxy card(s) and following the on-screen instructions.

Revocation of Proxies

If you sign, date and submit a proxy card in respect of the Fund, you may revoke that proxy or change it by written notice to the Corporation, by submitting a subsequently executed and dated proxy card, by authorizing your proxy by telephone or Internet at a later date, or by attending the Meeting and casting your vote in person, or as otherwise permitted. Attending the Meeting in person will not automatically revoke your prior proxy; you would need to take specific action to revoke your proxy at, or in advance of, the Meeting.

Required Vote

Approval of the liquidation and dissolution of the Fund pursuant to the Plan requires the vote of a majority of the outstanding voting securities of the Fund.

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Appraisal Rights

Under Maryland law, stockholders will not be entitled to appraisal rights in connection with the liquidation and dissolution of the Fund pursuant to the Plan.

Shareholder Proposals at Future Meetings

The Corporation is not required to hold annual shareholder meetings and currently does not intend to hold shareholder meetings unless shareholder action is required in accordance with the 1940 Act. A shareholder proposal to be considered for inclusion in a proxy statement at any subsequent meeting of shareholders must be submitted in a reasonable time before a proxy statement for that meeting is printed and mailed, as specified in the Corporation’s By-Laws. Any such shareholder proposals should be submitted, in writing to the Corporation’s Secretary at BNY Mellon Investment Servicing (US) Inc., 301 Bellevue Parkway, Wilmington, Delaware 19809. Whether a proposal is included in a proxy statement will be determined in accordance with applicable federal and state laws.

Other Matters

No business other than the matters described above is expected to come before the Meeting, but should any other matter requiring a vote of shareholders arise, including any questions as to an adjournment or postponement of the Meeting, the persons named in properly executed proxies have discretionary authority to vote such proxies as they shall decide.

One copy of this Proxy Statement will be mailed to shareholders sharing the same address unless the Fund has received contrary instructions from one or more of the shareholders. If you wish to receive individual copies of this Proxy Statement, please call 1-800-607-2200; if your shares are held through a financial institution, please contact the financial institution directly.

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APPENDIX A

FORM OF

OLD WESTBURY FUNDS, INC.

Plan of Liquidation

Old Westbury Real Return Fund

The following Plan of Liquidation (“Plan”) of Old Westbury Real Return Fund (“Fund”), a series of Old Westbury Funds, Inc. (“Corporation”), a corporation organized and existing under the laws of the State of Maryland and an open-end management investment company registered under the Investment Company Act of 1940, as amended (“1940 Act”), is intended to accomplish the complete liquidation of the Fund in conformity with the laws of the State of Maryland, the 1940 Act, the Internal Revenue Code of 1986, as amended (“Code”) and the provisions of the Corporation’s Articles of Restatement filed with the State Department of Assessments and Taxation of Maryland (the “Charter”) on August 2, 2012, and by-laws of the Corporation.

WHEREAS, the Corporation’s Board of Directors (the “Board”), on behalf of the Fund, has determined that it is in the best interests of the Fund and its shareholders to liquidate the Fund; and

WHEREAS, the Board has considered, and by a majority vote, adopted this Plan as the method of liquidating the Fund in accordance with Section 6(g) of Article SIXTH of the Corporation’s Charter and has recommended that shareholders of the Fund approve the Plan at a special meeting of the Fund’s shareholders called for such purpose;

NOW, THEREFORE, the liquidation of the Fund shall be carried out in the manner hereinafter set forth:

1. Effective Date of Plan. The Plan shall become effective immediately upon a vote approving the Plan by the requisite number of the outstanding shares of the Fund entitled to vote at a special meeting of shareholders of the Fund duly called for such purpose to be held on March 16, 2015 or such other date as determined by an officer of the Corporation, which date is hereinafter called the “Effective Date.”

2. Cessation of Business. After the Effective Date, the Fund shall not engage in any business activities except for the purposes of winding up its business and affairs, and distributing its remaining assets ratably among the shareholders of the Fund in accordance with the provisions of this Plan after the payment to (or reservation of assets for payment to) all creditors of the Fund; provided that the Fund shall, prior to the making of the final liquidating distribution, continue to honor requests for the redemption of shares and may, as determined to be appropriate by the Board, make payment of dividends and other distributions to shareholders and permit the reinvestment thereof in additional shares of another series of the Corporation, as applicable.

3. Liquidation of Assets. As soon as is reasonable and practicable before, on, or after the Effective Date, all portfolio assets of the Fund shall be converted to cash or cash equivalents. In the alternative, if determined to be in the best interests of the Fund and its shareholders, the Fund may elect not to liquidate its portfolio assets and shall rather distribute such amounts in-kind to its respective shareholders consistent with applicable statutes, regulations, and interpretations, which shall constitute a liquidating distribution for this purpose.

4. Payment of Debts. As soon as is reasonable and practicable on or after the Effective Date, subject to the provisions of Section 6 hereof, the Fund shall determine and pay, or set aside in cash or equivalents, the amount of all known or reasonably ascertainable liabilities of the Fund incurred or expected to be incurred prior to the date of the liquidating distribution provided for in Section 6 below.

5. Notice of Liquidation. As soon as practicable after the Effective Date, the Fund will mail notice to the appropriate parties that this Plan has become effective and that it will be liquidating its assets. If the date for the liquidation is within five business days of the Effective Date, such notice to the Fund’s shareholders may accompany the actual distribution to shareholders of the liquidation proceeds.

6. Liquidation Distribution. As soon as possible on or after the Effective Date, or such other date as determined by an officer of the Corporation (the “Liquidation Date”), the Fund shall mail the following to its shareholders of record on the business day preceding the Liquidation Date in redemption of such shareholder’s shares of the Fund: (1) a liquidating distribution (or distributions, if more than one distribution shall be

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necessary), which may be in cash or cash equivalents or in-kind, equal to the shareholder’s proportionate interest in the net assets of the Fund; and (2) information concerning the sources of the liquidating distribution. Upon the mailing of the liquidating distribution, all outstanding shares of the Fund will be deemed cancelled.

If the Corporation is unable to make distributions to all of the Fund’s shareholders because of the inability to locate shareholders to whom distributions in cancellation and redemption of the Fund’s shares are payable, the Board may create, in the name and on behalf of the Fund, a trust with a financial institution, including with an affiliated bank of BIM, and, subject to applicable abandoned property laws, deposit any remaining assets of the Fund in such trust for the benefit of the shareholders that cannot be located. The expenses of such trust shall be charged against the assets therein.

7. Management and Expenses of the Fund Subsequent to the Liquidating Distribution. Bessemer Investment Management LLC shall bear the expenses incurred in carrying out this Plan including, but not limited to, printing, legal, accounting, custodian and transfer agency fees, and the expenses of reports to shareholders, whether or not the liquidation contemplated by this Plan is effected, to the extent such expenses exceed the amount of the Fund’s normal and customary fees and expenses accrued by the Fund through the Liquidation Date, provided that such accrued amounts are first applied to pay for the Fund’s normal and customary fees and expenses.

8. Receipt of Cash or Other Distributions After the Liquidation Date. Following the Liquidation Date, if the Fund receives any form of cash or is entitled to any other distributions that it had not recorded on its books on or before the Liquidation Date, except as otherwise described below, such cash or other distribution will be disbursed in the following manner:

a. The Corporation will determine the shareholders of record of the Fund as of the Effective Date.

b. The Corporation will then identify the shareholders of record as of the Effective Date who would be entitled to a pro rata share of $25.00 or more of the cash or distribution received by the Fund (net of all expenses associated with effecting the disposition of such cash or distribution).

c. The Corporation will then be responsible for disbursing to each such shareholder of record, identified in accordance with paragraph 8.b above, his or her pro rata portion of the cash.

d. If there are no shareholders entitled to receive such proceeds, any cash or distribution will be distributed proportionately among the remaining series of the Corporation based on the net assets of each series.

9. Power of Board of Directors. The Board and, subject to the general direction of the Board, the officers of the Corporation, shall have authority to do or authorize any and all acts and things as provided for in this Plan and any and all such further acts and things as they may consider necessary or desirable to carry out the purposes of this Plan, including without limitation, the execution and filing of all certificates, documents, information returns, tax returns, forms, and other papers which may be necessary or appropriate to implement this Plan or which may be required by the provisions of the 1940 Act, the Securities Act of 1933, as amended, and applicable Maryland law. The death, resignation or other disability of any director or any officer of the Corporation shall not impair the authority of the surviving or remaining directors or officers to exercise any of the powers provided for in this Plan.

10. Amendment or Abandonment of Plan. The Board shall have the authority to authorize such variations from or amendments to the provisions of this Plan (other than the terms of the liquidating distribution) as may be necessary or appropriate to effect the complete liquidation and termination of existence of the Fund, and the distribution of assets of the Fund to its shareholders in redemption of the issued and outstanding shares of the Fund, all in accordance with the purposes intended to be accomplished by this Plan.

11. Satisfaction of Federal Income and Excise Tax Distribution Requirements. At or immediately prior to the Liquidation Date, the Corporation shall, if necessary, have declared and paid a dividend or dividends which, together with all previous such dividends, shall have the effect of distributing to the shareholders of the Fund all of the Fund’s investment company taxable income for taxable years ending at or prior to the liquidation date (computed without regard to any deduction for dividends paid) and all of its net capital gain, if any, realized in taxable years ending at or prior to the liquidation date (after reduction for any capital loss carry-forward) and any additional amounts necessary to avoid any excise tax for such periods.

A-2

 

12. Appraisal Rights. Under Maryland law, shareholders will not be entitled to appraisal rights in connection with the liquidation of the Fund and the redemption of all of the issued and outstanding shares of the Fund pursuant to this Plan.

13. Governing Law. This Plan shall be governed and construed in accordance with the laws of the State of Maryland.

OLD WESTBURY FUNDS, INC.,

On behalf of Old Westbury Real Return Fund

 

By:  

Name:

Title:

A-3

 

PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735		      
  To vote by Internet
  1) Read the Proxy Statement and have the proxy card below at hand.
  2) Go to website www.proxyvote.com
    3) Follow the instructions provided on the website.
       
    To vote by Telephone
       
    1) Read the Proxy Statement and have the proxy card below at hand.
    2) Call 1-800-690-6903
    3) Follow the instructions.
       
    To vote by Mail
       
    1) Read the Proxy Statement.
    2) Check the appropriate boxes on the proxy card below.
    3) Sign and date the proxy card.
    4) Return the proxy card in the envelope provided.

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:    
  M82505-S29319 KEEP THIS PORTION FOR YOUR RECORDS
    DETACH AND RETURN THIS PORTION ONLY

 

 

       
       

 

 

SPECIFY YOUR DESIRED ACTION BY A CHECK MARK IN THE APPROPRIATE SPACE. THIS PROXY WILL BE VOTED IN FAVOR OF (FOR) THE PROPOSAL IF NO SPECIFICATION IS MADE BELOW. AS TO ANY OTHER MATTER, THE PROXY OR PROXIES WILL VOTE IN ACCORDANCE WITH THEIR BEST JUDGMENT.   For   Against   Abstain
             
1. To approve a proposal to liquidate and dissolve Old Westbury Real Return Fund, a series of Old Westbury Funds, Inc., pursuant to the Plan of Liquidation adopted by the Board of Directors of Old Westbury Funds, Inc.   o   o   o
               
2. To consider and act upon any other business as may properly come before the Meeting or any adjourned sessions thereof.            
               
               
               
  PLEASE VOTE, DATE AND SIGN THIS PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.            
               
               
               
               
Note: Signature(s) should agree with the name(s) printed herein. When signing as attorney, executor, administrator, trustee or guardian, please give your full name as such. If a corporation, please sign in full corporate name by president or other authorized officer. If a partnership, please sign in partnership name by authorized person.            

 

             
Signature [PLEASE SIGN WITHIN BOX] Date     Signature [Joint Owners] Date  

 

 

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

 

 

Important Notice Regarding the Availability of Proxy Materials for the Old Westbury Real Return Fund
Special Meeting of Shareholders to Be Held on March 16, 2015.

The Proxy Statement for this meeting is available at www.proxyvote.com

 

 

PLEASE SIGN, DATE AND RETURN YOUR PROXY TODAY

 

Please detach at perforation before mailing.
  M82506-S29319

 

 

PROXYOLD WESTBURY FUNDS, INC.
Old Westbury Real Return Fund		PROXY

 

PROXY FOR A SPECIAL MEETING OF SHAREHOLDERS TO BE HELD MARCH 16, 2015
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF

OLD WESTBURY FUNDS, INC.

 

 

The undersigned holder of shares of Old Westbury Real Return Fund, a series of Old Westbury Funds, Inc., hereby appoints Diane Drake, Heather Nichols and William Wallace, with full power of substitution in each, to: (i) attend the Special Meeting of Shareholders (the “Meeting”) of Old Westbury Real Return Fund to be held at 10 a.m. Eastern Time on March 16, 2015, at 760 Moore Road, King of Prussia, Pennsylvania 19406, and any adjournment(s) of the Meeting; and (ii) cast on behalf of the undersigned all votes that the undersigned is entitled to cast at the Meeting and otherwise to represent the undersigned with all powers possessed by the undersigned as if personally present at such Meeting. The undersigned acknowledges receipt of the Notice of the Special Meeting and the accompanying Proxy Statement dated March 5, 2015. The undersigned hereby revokes any prior proxy given with respect to the Meeting, and ratifies and confirms all that the proxies, or any one of them, may lawfully do.