497 1 c85805_497.htm

OLD WESTBURY FUNDS, INC.

(the “Corporation”)

Old Westbury Large Cap Core Fund
Old Westbury Large Cap Strategies Fund
Old Westbury Small & Mid Cap Fund
Old Westbury Strategic Opportunities Fund
Old Westbury Fixed Income Fund
Old Westbury Municipal Bond Fund

(together, the “Funds”)

 

Supplement dated August 8, 2016 to the
Statement of Additional Information (“SAI”) dated March 1, 2016

 

This Supplement updates, and should be read in conjunction with, the information provided in the Funds’ SAI dated March 1, 2016.

 

CHANGES IN INDEPENDENT DIRECTORS AND FUND OFFICERS AND IMPORTANT NOTICE REGARDING NEW INVESTMENT SUB-ADVISER

 

At a meeting held on April 20, 2016, the Board of Directors (the “Board”) appointed Ms. Lisa M. King as Secretary of the Corporation. The Board accepted the resignation of Mr. William H. Wallace, III as the Corporation’s Secretary. Mr. Wallace will serve as Assistant Secretary of the Corporation.

 

At a meeting held on July 19, 2016, the Board approved the appointment of Mr. R. Keith Walton as an Independent Director on the Board. Mr. Walton was also appointed as a member of the Corporation’s Audit Committee, Governance Committee and Nominating Committee.

 

The Board also approved the appointment of Mr. Thomas G. Kennedy as the Corporation’s Chief Compliance Officer, effective July 19, 2016. The Board accepted the resignation of Ms. Nicola R. Knight as the Corporation’s Chief Compliance Officer. Ms. Knight will continue to serve as Assistant Secretary of the Corporation and as Principal and Associate General Counsel of Bessemer Trust Company, N.A.

 

Finally, at a meeting held on July 27, 2016, the Board approved the appointment of Martingale Asset Management, L.P. (“Martingale”) as a sub-adviser to the Old Westbury Small & Mid Cap Fund (the “Small & Mid Cap Fund”).

 

Accordingly, effective immediately:

 

·All references to Ms. Nicola R. Knight in her capacity as the Corporation’s Chief Compliance Officer and to Mr. William H. Wallace, III in his capacity as the Corporation’s Secretary are deleted in their entirety.

 

·The following information has been added to the table under the heading “OFFICERS OF THE CORPORATION” on page 34:
 
Name, Address, and Age Position(s) Held
with Funds		 Term of Office;
Term Served
in Office		 Principal Occupation(s)
During Past 5 Years
Thomas G. Kennedy
630 Fifth Avenue
New York, NY 10111
Age: 46		 Chief Compliance Officer Indefinite;
Since July 2016		 Director of Investment Management and Chief Compliance Officer, Bessemer Trust Company, N.A. (Since July 2016); Head of Alternatives Compliance, Aberdeen Asset Management Inc. (January 2016-April 2016); Managing Director and Chief Compliance Officer, Arden Asset Management LLC (2008-2015).
Lisa M. King
301 Bellevue Parkway
Wilmington, DE 19809
Age: 48		 Secretary Indefinite;
Since April 2016		 Vice President and Counsel, BNY Mellon (Since 2016); Counsel, Stradley Ronon Stevens & Young LLP (2007-2016).

 

·The following information has been added to the table under the heading “INDEPENDENT DIRECTORS” on page 36:

 

Name, Address, and Age Position(s)
Held with
Funds		 Term of
Office
and Length
of
Time Served
as a Director
of the
Corporation		 Principal
Occupations
During Past
5 Years		 Number of
Portfolios
in Fund
Complex
Overseen
by Director		 Other
Directorships
Held by
Director
During Past
5 Years
R. Keith Walton
630 Fifth Avenue
New York, NY 10111
Age: 51		 Director

Indefinite term;

Since July 2016

 Vice President, Strategy, Arizona State University (Since 2013); Vice President, Global Government & Affairs, Alcoa Inc. (commercial manufacturing company) (2010-2012). 6 56

6 Mr. Walton serves as Director of the following entities: Blue Crest Capital Management, LLC Funds, Global Infrastructure Partners, Systematica Investments Limited, Zweig Fund Inc. and

 

Zweig Total Return Fund Inc.

 

·The following information is inserted as a separate paragraph after the last paragraph of the section entitled “Additional Information Concerning Our Board of Directors – Information about Each Director’s Qualifications, Experience, Attributes or Skills” beginning on page 38:

 

Mr. Walton’s Director Attributes include knowledge and business experience resulting from his positions as Vice President of Arizona State University and Alcoa. His Director Attributes also include his experience serving as a director of a number of registered investment companies.

 

·The first sentence in the first paragraph under the heading “Additional Information Concerning Our Board of Directors – Information about Each Director’s Qualifications, Experience, Attributes or Skills – Committees” on page 39 is deleted in its entirety and replaced with the following:

 

The Board has an Audit Committee, consisting of Messrs. Officer, Ellis and Walton and Ms. Francy.

 

·The first sentence in the second paragraph under the heading “Additional Information Concerning Our Board of Directors – Information about Each Director’s Qualifications, Experience, Attributes or Skills – Committees” on page 39 is deleted in its entirety and replaced with the following:

 

The Board has a Nominating Committee, consisting of Messrs. Officer, Ellis and Walton and Ms. Francy.

 

·The first sentence in the third paragraph under the heading “Additional Information Concerning Our Board of Directors – Information about Each Director’s Qualifications, Experience, Attributes or Skills – Committees” on page 39 is deleted in its entirety and replaced with the following:

 

The Board also has a Governance Committee, consisting of Messrs. Officer, Ellis and Walton and Ms. Francy.

 

·The following column has been added to the table under the section “Additional Information Concerning Our Board of Directors – Fund Ownership” beginning on page 40:

 

  R. Keith Walton2
Large Cap Core Fund None
Large Cap Strategies Fund None
Small & Mid Cap Fund None
Strategic Opportunities Fund None
Fixed Income Fund None
Municipal Bond Fund None
Aggregate Dollar Range of Securities in Fund Complex None

2 Mr. Walton was appointed as a Director on July 19, 2016.

 
·The following information is inserted as a separate paragraph after the last paragraph of the section entitled “WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS? – INVESTMENT ADVISER AND SUB-ADVISERS” beginning on page 42:

 

Bessemer Investment Management LLC (the “Adviser”) has also retained Martingale as a sub-adviser to the Small & Mid Cap Fund pursuant to a sub-advisory agreement between the Adviser and Martingale, agreed to and accepted by Old Westbury Funds, Inc. (the “Martingale Sub-Advisory Contract”). Pursuant to the Martingale Sub-Advisory Contract, Martingale will, subject to the supervision of the Adviser and the Board and in accordance with the investment objective and policies of the Small & Mid Cap Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets, the amount of which is determined by the Adviser from time to time. Under the Martingale Sub-Advisory Contract, the Adviser pays Martingale from the advisory fees it receives from the Small & Mid Cap Fund. Martingale is a privately owned limited partnership with broad employee ownership. Martingale Asset Management Corporation owns between 25% and 50% of Martingale.

 

· The following changes are made under the section entitled “WHO MANAGES AND PROVIDES SERVICES TO THE FUNDS? – INVESTMENT ADVISER AND SUB-ADVISERS – Additional Portfolio Manager Information”:

 

  · The table under the heading “Other Accounts Managed by Portfolio Managers” on page 44 is modified by adding the following under “Small & Mid Cap Fund”:

 

Portfolio
Manager		 Other SEC-registered
open-end and closed-end
funds		 Other pooled investment
vehicles		 Other accounts
  Number
of
accounts		 Assets Number
of
accounts		 Assets Number
of
accounts		 Assets
Martingale*            
William E. Jacques 1 $298,000,000 15 $1,699,000,000 25 $3,961,000,000
James M. Eysenbach 1 $298,000,000 15 $1,699,000,000 25 $3,961,000,000
Samuel Nathans 1 $298,000,000 15 $1,699,000,000 25 $3,961,000,000

* Information provided as of June 30, 2016.

 

  · The table under the heading “Other Accounts Managed by Portfolio Managers – Accounts and Assets for which an Investment Advisory Fee is Based on Performance” on page 46 is modified by adding the following under “Small & Mid Cap Fund”:
 
Portfolio Manager Other SEC-registered
open-end and closed-end
funds		 Other pooled investment
vehicles		 Other accounts
  Number
of
accounts		 Assets Number
of
accounts		 Assets Number
of
accounts		 Assets
Martingale*            
William E. Jacques 0 $0 1 $61,000,000 2 $401,000,000
James M.  Eysenbach 0 $0 1 $61,000,000 2 $401,000,000
Samuel Nathans 0 $0 1 $61,000,000 2 $401,000,000

* Information provided as of June 30, 2016.

 

  · The table under the heading “Ownership of Securities” on page 47 is modified by adding the following:

 

  Large
Cap Core
Fund		 Large Cap
Strategies
Fund		 Fixed
Income
Fund		 Municipal
Bond Fund		 Small &
Mid Cap
Fund		 Strategic
Opportunities
Fund
Martingale*            
William E. Jacques None None None None None None
James M. Eysenbach None None None None None None
Samuel Nathans None None None None None None

* Information provided as of June 30, 2016.

 

  · The following information is added at the end of the section entitled “Compensation of Portfolio Managers” beginning on page 48:

 

Martingale. Compensation for all employees includes an annual base salary as well as the opportunity for an annual bonus related to firm-wide profit and individual performance, a SEP retirement plan and participation in the firm’s profit through equity (partnership) ownership. Other nonfinancial benefits are provided to all employees. Individual compensation packages are commensurate with past experience and current contributions to Martingale. Changes in salary or bonus for individual employees are based on traditional employee performance evaluation criteria. No compensation is linked to investment performance.

 

  · The following information is added at the end of the section entitled “Potential Conflicts of Interests” beginning on page 52:

 

Martingale. Martingale employs systematic stock valuation, portfolio construction and trading across all client accounts. Martingale’s disciplined approach, combined with firm policies and procedures, is designed to provide every account equal access to all aspects of Martingale’s investment management process.

 

As a matter of policy, trade allocation procedures must be fair and equitable to all clients, with no particular group or client(s) being favored or disfavored over any other clients. Martingale’s

 

policy prohibits any allocation of trades in a manner that its proprietary accounts, affiliated accounts, or any particular client(s) or group of clients receive more favorable treatment than other client accounts.

 

Further, accounts with a performance fee component are treated no differently than accounts without one in accordance with Martingale’s policies and procedures.

 

INVESTORS SHOULD RETAIN THIS SUPPLEMENT FOR FUTURE REFERENCE