immediately upon filing pursuant to paragraph (b) of rule 485; or o on (date) pursuant to paragraph...

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0000930413-10-004680.txt : 201008310000930413-10-004680.hdr.sgml : 2010083120100831165637ACCESSION NUMBER:0000930413-10-004680CONFORMED SUBMISSION TYPE:485BPOSPUBLIC DOCUMENT COUNT:38FILED AS OF DATE:20100831DATE AS OF CHANGE:20100831EFFECTIVENESS DATE:20100831

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:OLD WESTBURY FUNDS INCCENTRAL INDEX KEY:0000909994IRS NUMBER:232874698STATE OF INCORPORATION:MDFISCAL YEAR END:1031

FILING VALUES:FORM TYPE:485BPOSSEC ACT:1933 ActSEC FILE NUMBER:033-66528FILM NUMBER:101050545

BUSINESS ADDRESS:STREET 1:760 MOORE ROADCITY:KING OF PRUSSIASTATE:PAZIP:19406BUSINESS PHONE:3027914394

MAIL ADDRESS:STREET 1:760 MOORE ROADCITY:KING OF PRUSSIASTATE:PAZIP:19406

FILER:

COMPANY DATA:COMPANY CONFORMED NAME:OLD WESTBURY FUNDS INCCENTRAL INDEX KEY:0000909994IRS NUMBER:232874698STATE OF INCORPORATION:MDFISCAL YEAR END:1031

FILING VALUES:FORM TYPE:485BPOSSEC ACT:1940 ActSEC FILE NUMBER:811-07912FILM NUMBER:101050546

BUSINESS ADDRESS:STREET 1:760 MOORE ROADCITY:KING OF PRUSSIASTATE:PAZIP:19406BUSINESS PHONE:3027914394

MAIL ADDRESS:STREET 1:760 MOORE ROADCITY:KING OF PRUSSIASTATE:PAZIP:19406

0000909994S000001856Old Westbury Fixed Income Fund

C000004833Old Westbury Fixed Income FundOWFIX

0000909994S000001857Old Westbury Global Small & Mid Cap Fund

C000004834Old Westbury Global Small & Mid Cap FundOWSMX

0000909994S000001858Old Westbury Non-U.S. Large Cap Fund

C000004835Old Westbury Non-U.S. Large Cap FundOWNUX

0000909994S000001859Old Westbury U.S. Large Cap Fund

C000004836Old Westbury U.S. Large Cap FundOWLCX

0000909994S000001861Old Westbury Municipal Bond Fund

C000004838Old Westbury Municipal Bond FundOWMBX

0000909994S000008203Old Westbury Real Return Fund

C000022329Old Westbury Real Return FundOWRRX

0000909994S000019522Old Westbury Global Opportunities Fund

C000054224Old Westbury Global Opportunities FundOWGOX

485BPOS1c62665_485bpos.htm

As filed with the Securities and Exchange Commission on August 31, 2010
Securities Act Registration Statement No. 033-66528
Investment Company Act File No. 811-07912

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Pre-Effective Amendment

o

Post-Effective Amendment No. 39

x

and/or

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940

Amendment No. 40
(Check appropriate box or boxes)

x

OLD WESTBURY FUNDS, INC.
(ExactName of Registrant as Specified in Charter)
760 Moore Road
King of Prussia, PA 19406
(Address ofPrincipal Executive Offices, including Zip Code)

Steven L. Williamson, Esq.
Bessemer Investment Management LLC
630 Fifth Avenue
New York, New York 10111
(Name and Address of Agent for Service)

COPY TO:

Robert M. Kurucza, Esq.
Goodwin Procter LLP
901 New York Avenue, NW
Washington, D.C. 20001

It is proposedthat this filing will become effective (check appropriate box):

x

Immediately upon filing pursuant to paragraph (b) of Rule 485; or

o

On (date) pursuant to paragraph (b) of Rule 485; or

o

60 days after filing pursuant to paragraph (a)(1) of Rule 485; or

o

On (date) pursuant to paragraph (a)(1) of Rule 485; or

o

75 days after filing pursuant to paragraph (a)(2) of Rule 485; or

o

On (date) pursuant to paragraph (a)(2) of Rule 485.

If appropriate, check the following box:

o

This post-effective amendment designates a new effective date for a previously filed post-effective amendment.


EXPLANATORY NOTE

This Post-EffectiveAmendment to the Registrants Registration Statement on Form N-1A is beingfiled for the sole purpose of updating Part C to the Registration Statement. This Post-Effective Amendment does not supersede or amend the current versions of the Registrants Prospectus (Part A) or Statement of Additional Information (Part B), each dated March 1, 2010, included in Post-Effective Amendment No. 38 under the 1933 Act and Amendment No. 39 underthe 1940 Act, as supplemented.

PART C

OTHER INFORMATION


ITEM 28.

EXHIBITS

(a)(i)

Articles of Incorporation of the Registrant are incorporated by reference to Post-Effective Amendment No. 3 to Registrants Registration Statement filed on February 28, 1996 (File No. 33-66528).

(a)(ii)

Articles Supplementary of the Registrant, Amendment No. 1 are incorporated by reference to Post-Effective Amendment No. 14 to Registrants Registration Statement filed on February 29, 2000 (File No. 33-66528).

(a)(iii)


(a)(iv)


(a)(v)


(a)(vi)

Articles Supplementary of the Registrant, Amendment No. 5 are incorporated by reference to Post-Effective Amendment No. 21 to Registrants Registration Statement filed on May 28, 2004 (File No. 33-66528).

(a)(vii)

Articles Supplementary of the Registrant, Amendment No. 6 are incorporated by reference to Post-Effective Amendment No. 25 to Registrants Registration Statement filed on March 16, 2005 (File No. 33-66528).

(a)(viii)

Articles Supplementary of the Registrant, Amendment No. 7 are incorporated by reference to Post-Effective Amendment No. 32 to Registrants Registration Statement filed on November 9, 2007 (File No. 33-66528).

(a)(ix)

Articles of Amendment of the Registrant dated July 29, 2008 are incorporated by reference to Post-Effective Amendment No. 35 to Registrants Registration Statement filed on October 20, 2008 (File No. 33-66528).

(a)(x)

Articles of Amendment of the Registrant dated October 2, 2008 are incorporated by reference to Post-Effective Amendment No. 35 to Registrants Registration Statement filed on October 20, 2008 (File No. 33-66528).

(a)(xi)

Articles of Amendment of the Registrant dated October 23, 2008 are incorporated by reference to Post-Effective Amendment No. 36 to Registrants Registration Statement filed on February 25, 2009 (File No. 33-66528).

(b)(i)

Copy of By-Laws of the Registrant is incorporated by reference to Post-Effective Amendment No. 3 to Registrants Registration Statement filed on February 28, 1996 (File No. 33-66528).

(b)(ii)

Amendment No. 1 to By-Laws of the Registrant is incorporated by reference to Post-Effective Amendment No. 32 to Registrants Registration Statement filed on November 9, 2007 (File No. 33-66528).

(c)

Not Applicable.

(d)(i)

Investment Advisory Agreement dated September 1, 2010 between the Registrant and Bessemer Investment Management LLC is filed herewith.

(d)(ii)

Sub-Advisory Agreement dated April 6, 2005 among the Registrant, BIM and Dimensional Fund Advisors, LP (formerly Dimensional Fund Advisors, Inc.) (Dimensional) with respect to the Global Small & Mid Cap Fund is incorporated by reference to Post-Effective Amendment No. 28 to Registrants Registration Statement filed on March 1, 2007 (File No. 33-66528).

(d)(iii)

Sub-Advisory Agreement dated October 1, 2008 among the Registrant, BIM and Champlain Investment Partners, LLC (Champlain) with respect to the Global Small & Mid Cap Fund is incorporated by reference to Post-Effective Amendment No. 35 to Registrants Registration Statement filed on October 20, 2008 (File No. 33-66528).

(d)(iv)

Sub-Advisory Agreement dated November 12, 2007 among the Registrant, BIM and Franklin Advisers, Inc. (Franklin) with respect to the Global Opportunities Fund is incorporated by reference to Post-Effective Amendment No. 33 to Registrants Registration Statement filed on February 28, 2008.

(d)(v)

Sub-Advisory Agreement dated November 12, 2007 among the Registrant, BIM and T. Rowe Price International, Inc. (T. Rowe Price) with respect to the Global Opportunities Fund is incorporated by reference to Post-Effective Amendment No. 32 to Registrants Registration Statement filed on November 9, 2007 (File No. 33-66528).

(d)(vi)

Sub-Advisory Agreement dated September 24, 2008 among the Registrant, BIM and Shenkman Capital Management, Inc. (SCM) with respect to the Global Opportunities Fund is incorporated by reference to Post-Effective Amendment No. 35 to Registrants Registration Statement filed on October 20, 2008 (File No. 33-66528).

(d)(vii)

Sub-Advisory Agreement dated September 25, 2009 among the Registrant, BIM and BlackRock Financial Management, Inc. (BlackRock) with respect to the Global Opportunities Fund is incorporated by reference to Post-Effective

Amendment No. 37 to Registrants Registration Statement filed on December 29, 2009 (File No. 33-66528).

(d)(viii)

Amendment to Sub-Advisory Agreement dated September 24, 2008 among the Registrant, BIM and Dimensional is incorporated by reference to Post-Effective Amendment No. 35 to Registrants Registration Statement filed on October 20, 2008 (File No. 33-66528).

(d)(ix)

Second Amendment to Sub-Advisory Agreement dated March 4, 2009 among the Registrant, BIM and Dimensional is incorporated by reference to Post-Effective Amendment No. 37 to Registrants Registration Statement filed on December 29, 2009 (File No. 33-66528).

(d)(x)

Amendment No. 1 to Sub-Advisory Agreement dated April 1, 2009 among the Registrant, BIM and Shenkman is incorporated by reference to Post-Effective Amendment No. 37 to Registrants Registration Statement filed on December 29, 2009 (File No. 33-66528).

(d)(xi)

Fee Waiver Commitment Letter of BIM (relating to the Real Return Fund) dated October 15, 2008 is incorporated by reference to Post-Effective Amendment No. 35 to Registrants Registration Statement filed on October 20, 2008 (File No. 33-66528).

(d)(xii)

Fee Waiver Commitment Letter of BIM and Bessemer Trust Company, N.A. dated September 1, 2010 (relating to the U.S. Large Cap Fund, Non-U.S. Large Cap Fund, Global Small & Mid Cap Fund, Global Opportunities Fund, Fixed Income Fund, Municipal Bond Fund and Real Return Fund) is filed herewith.

(e)(i)

Underwriting Agreement between Registrant and BNY Mellon Distributors Inc. dated July 1, 2010 is filed herewith.

(e)(ii)

Form of Selling Agreement is incorporated by reference to Post-Effective Amendment No. 27 to Registrants Registration Statement filed on December 14, 2006 (File No. 33-66528).

(f)

Not Applicable.

(g)(i)

Custody Agreement between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 1 to Registrants Registration Statement filed on October 5, 1993 (File No. 33-66528).

(g)(ii)

Amendment to Custodian Agreement dated May 2, 2001 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 27 to Registrants Registration Statement filed on December 14, 2006 (File No. 33-66528).

(g)(iii)

Second Amendment to Custodian Agreement dated September 1, 2004 between Registrant and Bessemer Trust Company is incorporated by reference to Post-

Effective Amendment No. 24 to Registrants Registration Statement filed on January 31, 2005 (File No. 33-66528).

(g)(iv)

Third Amendment to Custodian Agreement dated September 1, 2005 between Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 26 to Registrants Registration Statement filed on February 28, 2006 (File No. 33-66528).

(g)(v)

Fourth Amendment to Custodian Agreement dated December 6, 2006 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 30 to Registrants Registration Statement filed on September 26, 2007 (File No. 33-66528).

(g)(vi)

Fifth Amendment to Custodian Agreement dated July 31, 2008 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 34 to Registrants Registration Statement filed on August 20, 2008 (File No. 33-66528).

(g)(vii)

Sixth Amendment to Custodian Agreement dated September 1, 2010 between the Registrant and Bessemer Trust Company is filed herewith.

(g)(viii)

Global Custodial Services Agreement dated March 16, 2005 between Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 28 to Registrants Registration Statement filed on March 1, 2007 (File No. 33-66528).

(g)(ix)

Amended Schedule to Global Custodial Services Agreement dated November 7, 2007 between Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 32 to Registrants Registration Statement filed on November 9, 2007 (File No. 33-66528).

(g)(x)

First Amendment to Custodian Agreement dated December 1, 2006 between the Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 28 to Registrants Registration Statement filed on March 1, 2007 (File No. 33-66528).

(g)(xi)

Third Amendment to Custodian Agreement dated July 31, 2008 between the Registrant and Citibank, N.A., is incorporated by reference to Post-Effective Amendment No. 35 to Registrants Registration Statement filed on October 20, 2008 (File No. 33-66528).

(g)(xii)

Fee Waiver Commitment Letter of Citibank (relating to the Real Return Fund) dated July 23, 2008 is incorporated by reference to Post-Effective Amendment No. 35 to Registrants Registration Statement filed on October 20, 2008 (File No. 33-66528).

(h)(i)

Administrative Oversight, Supervision and Coordination Services Agreement dated September 1, 2010 between the Registrant and Bessemer Trust Company, N.A. is filed herewith.

(h)(ii)

Administration and Accounting Services Agreement dated April 3, 2006 between the Registrant and PNC Global Investment Servicing (U.S.) Inc. (formerly, PFPC Inc.) (PNC) is incorporated by reference to Post-Effective Amendment No. 27 to Registrants Registration Statement filed on December 14, 2006 (File No. 33-66528).

(h)(iii)

Amended and Restated Exhibits to Administration and Accounting Services Agreement dated November 12, 2007 between the Registrant and PNC are incorporated by reference to Post-Effective Amendment No. 32 to Registrants Registration Statement filed on November 9, 2007 (File No. 33-66528).

(h)(iv)

Fee Waiver Commitment Letter of PNC (relating to the Real Return Fund) is incorporated by reference to Post-Effective Amendment No. 36 to Registrants Registration Statement filed on February 25, 2009 (File No. 33-66528).

(h)(v)

Transfer Agency Services Agreement dated April 3, 2006 between the Registrant and PNC is incorporated by reference to Post-Effective Amendment No. 27 to Registrants Registration Statement filed on December 14, 2006 (File No. 33-66528).

(h)(vi)

Amended and Restated Exhibit to Transfer Agency Services Agreement dated November 12, 2007 between the Registrant and PNC is incorporated by reference to Post-Effective Amendment No. 32 to Registrants Registration Statement filed on November 9, 2007 (File No. 33-66528).

(h)(vii)

Participation Agreement dated January 25, 2008 among the Registrant, iShares Trust and iShares, Inc. is incorporated by reference to Post-Effective Amendment No. 33 to Registrants Registration Statement filed on February 28, 2008.

(i)

Not Applicable.

(j)

Not Applicable.

(k)

Not Applicable.

(l)

Not Applicable.

(m)(i)

Shareholder Servicing Plan on behalf of the Funds (including Form of Shareholder Servicing Agreement between the Registrant and Bessemer Trust Company, N.A. and Form of Shareholder Sub-Servicing Agreement) is incorporated by reference to Post-Effective Amendment No. 28 to Registrants Registration Statement filed on March 1, 2007 (File No. 33-66528).

(m)(ii)

Amended Appendix A to Shareholder Servicing Plan dated September 1, 2010 is filed herewith.

(m)(iii)

First Amendment to Shareholder Servicing Agreement dated September 1, 2010 between the Registrant and Bessemer Trust Company, N.A. is filed herewith.

(n)

Not Applicable.

(o)

Reserved.

(p)(i)

Code of Ethics of the Registrant as amended May 14, 2007 is incorporated by reference to Post-Effective Amendment No. 32 to Registrants Registration Statement filed on November 9, 2007 (File No. 33-66528).

(p)(ii)

Code of Ethics of BIM and its affiliates is incorporated by reference to Post-Effective Amendment No. 25 to Registrants Registration Statement filed on March 16, 2005 (File No. 33-66528).

(p)(iii)

Code of Conduct of BNY Mellon Distributors Inc. is filed herewith.

(p)(iv)

Code of Ethics of Dimensional is incorporated by reference to Post-Effective Amendment No. 27 to Registrants Registration Statement filed on December 14, 2006 (File No. 33-66528).

(p)(v)

Code of Ethics of Champlain is incorporated by reference to Post-Effective Amendment No. 26 to Registrants Registration Statement filed on February 28, 2006 (File No. 33-66528).

(p)(vi)

Code of Ethics of Franklin is filed herewith.

(p)(vii)

Code of Ethics of T. Rowe Price is incorporated by reference to Post-Effective Amendment No. 32 to Registrants Registration Statement filed on November 9, 2007 (File No. 33-66528).

(p)(viii)

Code of Ethics of SCM is incorporated by reference to Post-Effective Amendment No. 35 to Registrants Registration Statement filed on October 20, 2008 (File No. 33-66528).

(p)(ix)

Code of Ethics of BlackRock is incorporated by reference to Post-Effective Amendment No. 37 to Registrants Registration Statement filed on December 29, 2009 (File No. 33-66528).

(q)(i)

Power of Attorney of Patricia L. Francy is incorporated by reference to Post-Effective Amendment No. 27 to Registrants Registration Statement filed on December 14, 2006 (File No. 33-66528).

(q)(ii)

Power of Attorney of Marc D. Stern is incorporated by reference to Post-Effective Amendment No. 27 to Registrants Registration Statement filed on December 14, 2006 (File No. 33-66528).

(q)(iii)

Power of Attorney of Eugene P. Beard is incorporated by reference to Post-Effective Amendment No. 27 to Registrants Registration Statement filed on December 14, 2006 (File No. 33-66528).

(q)(vi)

Power of Attorney of Robert M. Kaufman is incorporated by reference to Post-Effective Amendment No. 27 to Registrants Registration Statement filed on December 14, 2006 (File No. 33-66528).

(q)(vii)

Power of Attorney of John R. Whitmore is incorporated by reference to Post-Effective Amendment No. 27 to Registrants Registration Statement filed on December 14, 2006 (File No. 33-66528).

(q)(viii)

Power of Attorney of Stephen M. Watson is incorporated by reference to Post-Effective Amendment No. 29 to Registrants Registration Statement filed on August 24, 2007 (File No. 33-66528).

(q)(ix)

Power of Attorney of Peter C. Artemiou is incorporated by reference to Post-Effective Amendment No. 36 to Registrants Registration Statement filed on February 25, 2009 (File No. 33-66528).

ITEM 29.

PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT

OWF Real Return Fund Ltd., awholly-owned subsidiary of Old Westbury Real Return Fund organized under thelaws of the Cayman Islands.

ITEM 30.

INDEMNIFICATION

Response is incorporated byreference to Registrants Post-Effective Amendment No. 7 to RegistrantsRegistration Statement filed on February 26, 1997.

ITEM 31.

BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER

BIM (the Adviser) managesthe Funds assets, including buying and selling portfolio securities. TheAdvisers address is 630 Fifth Avenue, New York, New York 10111.

The Adviser is an affiliateof Bessemer Trust Company and a subsidiary of Bessemer Trust Company, N.A.which is a subsidiary of The Bessemer Group, Incorporated.

Information regarding thedirectors and officers of the Adviser is included in the Advisers Form ADV(SEC Number 801-60185) on file with the Securities and Exchange Commission(SEC) and is incorporated by reference.

Dimensional is a sub-adviserto the Global Small & Mid Cap Fund. Information regarding the directors andofficers of Dimensional is included in Dimensionals Form ADV on file with theSEC and is incorporated by reference.

Champlain is a sub-adviserto the Global Small & Mid Cap Fund. Information regarding the directors andofficers of Champlain is included in Champlains Form ADV on file with the SECand is incorporated by reference.

Franklin is a sub-adviser tothe Global Opportunities Fund. Information regarding the directors and officersof Franklin is included in Franklins Form ADV on file with the SEC and isincorporated by reference.

T. Rowe Price is asub-adviser to the Global Opportunities Fund. Information regarding thedirectors and officers of T. Rowe Price is included in T. Rowe Prices Form ADVon file with the SEC and is incorporated by reference.

SCM is a sub-adviser to theGlobal Opportunities Fund. Information regarding the directors and officers ofSCM is included in SCMs Form ADV on file with the SEC and is incorporated byreference.

BlackRock is a sub-adviserto the Global Opportunities Fund. Information regarding the directors and officersof BlackRock is included in BlackRocks Form ADV on file with the SEC and isincorporated by reference.

ITEM 32.

PRINCIPAL UNDERWRITER

(a)

BNY Mellon Distributors Inc. (the Distributor) is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the FINRA. As of July 1, 2010, the Distributor acted as principal underwriter for the following investment companies:

Aston Funds

E.I.I. Realty Securities Trust

Fairholme Funds, Inc.

FundVantage Trust

GuideStone Funds

Highland Floating Rate Fund

Highland Floating Rate Advantage Fund

Highland Funds I

The Industry Leaders Fund

Kalmar Pooled Investment Trust

Matthews International Funds, dba Matthews Asia Funds

Metropolitan West Funds

The Motley Fool Funds Trust

New Alternatives Fund, Inc.

Old Westbury Funds, Inc.

The RBB Fund, Inc.

Stratton Multi-Cap Fund, Inc.

Stratton Real Estate Fund, Inc.

The Stratton Funds, Inc.

The Torray Fund

(b)

The Distributor is a Massachusetts corporation located at 760 Moore Road, King of Prussia, PA 19406. The Distributor is a wholly-owned subsidiary of BNY Mellon Distributors Holdings Inc. Inc. a wholly-owned subsidiary of The Bank of New York Mellon Corporation, a publicly traded company.

The following is a list of the directors and executive officers of the Distributor:

Boardof Directors

Name

Position

Effective Date

Nicholas M. Marsini, Jr.

Director

April 26, 2007

Michael DeNofrio

Director

April 26, 2007

Steven Turowski

Director

August 30, 2007

T. Thomas Deck

Director

January 3, 2008

Dennis J. Westley

Director

March 4, 2008

Officers

Name

Position(s) with Distributor

Effective Date

T. Thomas Deck

President and Chief Executive Officer

January 3, 2008

Bruno Di Stefano

Vice President

April 11, 2007

Susan K. Moscaritolo

Vice President, Secretary and Clerk

VP - April 11, 2007 Secretary and Clerk May 29, 2007

Matthew O. Tierney

Treasurer and Financial Operations Principal, Chief Financial Officer

August 19, 2008

Mark D. Pinocci

Chief Compliance Officer

July 1, 2010

Jodi Jamison

Chief Legal Officer

April 11, 2007

Ellen C. Krause

Chief Risk Officer

March 26, 2009

Maria C. Schaffer

Controller and Assistant Treasurer

April 11, 2007

John J. Munera

Anti-Money Laundering Officer

April 11, 2007

Ronald Berge

Assistant Vice President

April 11, 2007

Dianna A. Stone

Assistant Secretary and Assistant Clerk

November 27, 2007

Kevin D. Peterson

Assistant Treasurer Tax

July 1, 2010

Gary E. Abbs


July 1, 2010

Joanne S. Huber


July 1, 2010

Barbara J. Parrish

Assistant Secretary

July 1, 2010

Mary Lou Olinski

Assistant Secretary

July 1, 2010

Cristina Rice

Assistant Secretary

July 1, 2010

(c)

Not Applicable

ITEM 33.

LOCATION OF ACCOUNTS AND RECORDS

All accounts and recordsrequired to be maintained by Section 31(a) of the Investment Company Act of1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at thefollowing locations:

(1)

BNY Mellon Investment Servicing (US) Inc., Bellevue Corporate Center, 301 Bellevue Parkway, Wilmington, Delaware 19809 (records relating to its functions as administrative agent).

(2)

BNY Mellon Investment Servicing (US) Inc., 760 Moore Road, Valley Forge, Pennsylvania 19406 (records relating to its functions as accounting, administrative, transfer agent and dividend disbursing agent).

(3)

BNY Mellon Distributors Inc., 760 Moore Road, Valley Forge, Pennsylvania 19406. (records relating to its functions as underwriter).

(4)

Bessemer Trust Company, 100 Woodbridge Center, Woodbridge, New Jersey 07095 (records relating to its functions as custodian).

(5)

Citibank, N.A., 388 Greenwich Street, 14th Floor, New York, New York 10013 (records relating to its function as custodian).

(6)

Bessemer Investment Management LLC, 630 Fifth Avenue, New York, New York 10111 (records relating to its functions as investment adviser).

(7)

Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, Texas 78746 (records relating to its function as sub-adviser to the Global Small & Mid Cap Fund,).

(8)

Champlain Investment Partners, LLC, 346 Shelburne Road, Burlington, Vermont 05401 (records relating to its function as sub-adviser to the Global Small & Mid Cap Fund,).

(9)

Franklin Advisers, Inc., One Franklin Parkway, San Mateo, California 94403 (records relating to its function as sub-adviser to the Global Opportunities Fund).

(10)

T. Rowe Price International, Inc., 100 East Pratt Street, Baltimore, Maryland 21202 (records relating to its function as sub-adviser to the Global Opportunities Fund).

(11)

Shenkman Capital Management, Inc., 461 Fifth Avenue, New York, New York 10017 (records relating to its function as sub-adviser to the Global Opportunities Fund).

(12)

BlackRock Financial Management, Inc., 40 East 52nd Street, New York, New York 10022 (records relating to its function as sub-adviser to the Global Opportunities Fund).

ITEM 34.

MANAGEMENT SERVICES

Not Applicable.

ITEM 35.

UNDERTAKINGS

Not Applicable.

SIGNATURES

Pursuantto the requirements of the Securities Act of 1933, as amended (the 1933 Act),and the Investment Company Act of 1940, as amended, the Registrant certifiesthat it meets all of the requirements for effectiveness of this Amendment tothe Registration Statement on Form N-1A, pursuant to Rule 485(b) under the 1933Act, and has duly caused this Amendment to its Registration Statement to besigned on its behalf by the undersigned, duly authorized, in the City of NewYork, State of New York, on the 31st day of August, 2010.

OLD WESTBURY FUNDS, INC.

By:

Marc D. Stern, President*

Pursuant to the requirementsof the 1933 Act, this Amendment to the registration statement has been signedbelow by the following persons in the capacities indicated on the 31stday of August, 2010.

Name

Title

Date

President*

August 31, 2010

Marc D. Stern

Director*

August 31, 2010

Patricia Francy

Director*

August 31, 2010

Robert M. Kaufman

Director*

August 31, 2010

Eugene P. Beard

Director*

August 31, 2010

John R. Whitmore

Director*

August 31, 2010

Stephen M. Watson

Treasurer, Principal Financial Officer*

August 31, 2010

Peter C. Artemiou

*By:

/s/ Steven Williamson

Steven L. Williamson

As Attorney-in-Fact

August 31, 2010

EXHIBIT INDEX

Exhibit No.

Description

99.28(d)(i)

Investment Advisory Agreement between Registrant and BIM

99.28(d)(xii)

Fee Waiver Letter Commitment Letter of BIM and Bessemer Trust Company, N.A. relating to the U.S. Large Cap Fund, Non-U.S. Large Cap Fund, Global Small & Mid Cap Fund, Global Opportunities Fund, Fixed Income Fund, Municipal Bond Fund and Real Return Fund

99.28(e)(i)

Underwriting Agreement between Registrant and BNY Mellon Distributors Inc.

99.28(g)(vii)

Sixth Amendment to Custodian Agreement between Registrant and Bessemer Trust Company

99.28(h)(i)

Administrative Oversight, Supervision and Coordination Services Agreement between Registrant and Bessemer Trust Company, N.A.

99.28(m)(ii)

Amended Appendix A to Shareholder Servicing Plan

99.28(m)(iii)

First Amendment to Shareholder Servicing Agreement between the Registrant and Bessemer Trust Company, N.A.

99.28(p)(iii)

Code of Conduct of BNY Mellon

99.28(p)(vi)

Code of Ethics of Franklin

EX-99.28(D)(I)2c62665_ex99-28di.htm

Exhibit-99.28(d)(i)


INVESTMENT ADVISORY AGREEMENT

THISINVESTMENT ADVISORY AGREEMENT is made as of September 1, 2010, by and betweenOld Westbury Funds, Inc. (the Fund), a Maryland corporation with itsprincipal place of business at 760 Moore Road, King of Prussia, Pennsylvania19406, and Bessemer Investment Management LLC (the Adviser), a Delawarelimited liability company with its principal place of business at 630 FifthAvenue, New York, New York 10111.

WHEREAS,the Fund is registered under the Investment Company Act of 1940, as amended(the 1940 Act), as an open-end management investment company, and isauthorized to issue shares in one or more series;

WHEREAS,the Adviser is registered as an investment adviser under the InvestmentAdvisers Act of 1940, as amended (the Advisers Act); and

WHEREAS,the Fund desires that the Adviser perform investment advisory services for eachseries of the Fund listed on Schedule A hereto, as such Schedule A may beamended or supplemented from time to time by mutual agreement (each, aPortfolio, and collectively, the Portfolios), and the Adviser is willing toperform those services on the terms and conditions set forth in this Agreementand desires to enter into an agreement to provide for investment advisoryservices to the Fund upon the terms and conditions hereinafter set forth;

NOW,THEREFORE, the Fund and Adviser agree as follows:

Section 1. The Fund. The Fund is engaged in the businessof investing and reinvesting its assets in securities of the type and inaccordance with the limitations specified in its Articles of Incorporation,By-Laws and Registration Statement filed with the Securities and ExchangeCommission (the Commission) under the 1940 Act and the Securities Act of1933, including the Prospectuses forming a part thereof and Statements ofAdditional Information relating to the Portfolios contained therein, and as maybe supplemented from time to time, all in such manner and to such extent as mayfrom time to time be authorized by the Funds Board of Directors (the Board).The Board is authorized to issue any unissued shares in any number ofadditional classes or series. The Fund has delivered copies of the documents listedin this Section to the Adviser and will from time to time furnish the Adviserwith any amendments thereof.

Section 2. Appointment. The Fundhereby appoints the Adviser, subject to the direction and control of the Board,to manage the investment and reinvestment of the assets in the Portfolios and,without limiting the generality of the foregoing, to provide the servicesspecified in Section 3 hereof.

Section 3. Duties of the Adviser.

(a)The Adviser shall provide investment advisory services, including but notlimited to, making decisions with respect to all purchases and sales ofsecurities and other investment assets for the Portfolios. Among other things,the Adviser shall make all decisions with respect to the Portfoliosinvestments in various securities or other assets, in investment styles and, ifapplicable, in other investment companies or pooled vehicles in which thePortfolios may invest. To carry out the services hereunder, the Adviser ishereby authorized, as agent and attorney-in-fact for the Fund, for the accountof, at the risk of and in the name of the Portfolios, to place orders and issueinstructions with respect to transactions of the Portfolios. In all purchases,sales and other transactions for the Portfolios, the Adviser is authorized toexercise full discretion and act for the Fund in the same manner and with thesame force and effect as the Fund might or could do with respect to suchpurchases, sales or other transactions, as well as with respect to all otherthings necessary or incidental to the furtherance or performance of its dutiesand obligations under this Agreement including, but not limited to, executingon behalf of the Portfolios and the Fund such agreements and otherdocumentation in connection with such purchases, sales or other transactions.The Fund acknowledges that the Fund and the Portfolios will be bound by suchtrading accounts established, and agreements and other documents executed.

(b)The Adviser will report to the Board at each regular meeting thereof allmaterial changes in the Portfolios since the prior report, and will also keepthe Board informed of important developments affecting the Fund, the Portfoliosand the Adviser, and on its own initiative will furnish the Board from time totime with such information as the Adviser may believe appropriate, whetherconcerning the individual companies whose securities are held by thePortfolios, the industries in which they engage, or the economic, social orpolitical conditions prevailing in each country in which the Portfoliosmaintain investments. The Adviser will also furnish the Board with suchstatistical and analytical information with respect to securities in thePortfolios as the Adviser may believe appropriate or as the Board reasonablymay request.

(c)The Adviser will from time to time employ or associate with such persons as theAdviser believes to be appropriate or necessary to assist in the execution ofthe Advisers duties hereunder; provided, however, that, except as otherwiseprovided herein, the employment of or sub-contracting with any such personshall not relieve the Adviser of its responsibilities or liabilities hereunder;and provided further that the Adviser shall not have the authority to subcontractadvisory responsibilities without the consent of the Fund. The cost ofperformance of such duties shall be borne and paid by the Adviser. Noobligation may be imposed on the Fund in any such respect.

(d)The Adviser shall pay its own expenses in connection with the services to beprovided by it pursuant to this Agreement.

Section 4. Delegation of Responsibilities. TheAdviser may carry out any of its obligations under this Agreement by employing,subject to supervision by the Adviser, one or more sub-advisers who areregistered as investment advisers pursuant to the Advisers Act (each, aSub-Adviser). Each Sub-Advisers employment will be evidenced by a separatewritten agreement approved by the Board and, if required under the 1940 Act, bythe shareholders of the

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Portfolios (unless the Commission or itsstaff has given authorization or issued an interpretation or no-action letterdispensing with the requirement of shareholder approval). The Adviser shall notbe liable hereunder for any act or omission of any Sub-Adviser, except forfailure to exercise good faith in the employment of the Sub-Adviser and forfailure to exercise appropriate supervision of such Sub-Adviser, and as mayotherwise be agreed in writing. The Adviser shall be solely responsible forcompensating any Sub-Adviser for services rendered under any sub-advisoryagreement. The Adviser may, from time to time and at any time, terminate anySub-Adviser and recommend to the Board the appointment of another Sub-Adviseror reassume the responsibilities assigned to any Sub-Adviser with respect tothe Portfolios without obtaining the approval of the shareholders of thePortfolios unless expressly required by the federal securities laws.

Section 5. Compliance with Applicable Requirements. Incarrying out its obligations under this Agreement, the Adviser shall at alltimes comply with:

(a)all applicable provisions of the 1940 Act, and any rules and regulationsadopted thereunder;

(b)the provisions of the Registration Statement of the Fund, as it may be amendedfrom time to time, under the 1940 Act;

(c)the provisions of the Articles of Incorporation of the Fund, as they may beamended from time to time;

(d)the provisions of the By-Laws of the Fund, as they may be amended from time totime, or resolutions of the Board that may be adopted from time to time;

(e)the provisions of the Internal Revenue Code of 1986, as amended, applicable tothe Fund or the Portfolios; and

(f)any other applicable provisions of state or federal law.

Section 6. Broker-Dealer Relationships.In connection with the performance of its services hereunder, the Adviser isresponsible for opening accounts with brokers, dealers and futures commissionmerchants (broker-dealers), selecting brokers, dealers and futures commissionmerchants to effect all transactions for the Portfolios, placing all necessaryorders with broker-dealers or issuers (including affiliated broker-dealers),and negotiating commissions, if applicable. To the extent consistent withapplicable law and the investment objectives of the Portfolios, the Adviser maypurchase or sell orders for the Portfolios with contemporaneous purchase orsell orders of other clients of the Adviser and its affiliates. In such event,allocation of securities so sold or purchased, as well as the expenses incurredin the transaction, will be made by the Adviser in the manner the Adviserconsiders to be the most equitable and consistent with its fiduciaryobligations to the Portfolios and to other clients. The Adviser will seek toobtain best execution of transactions for the Portfolios at prices which areadvantageous to the Portfolios and at commission rates that are reasonable inrelation to the benefits received. To the extent consistent with Section 28(e)of the Securities Exchange Act of 1934, the Adviser may

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pay a broker-dealer an amount of commission for effecting a securitiestransaction in excess of the amount of commission another broker-dealer wouldhave charged for effecting such transaction if the Adviser determines in goodfaith that such amount of commission is reasonable in relation to the value ofthe brokerage and research products and/or services provided by suchbroker-dealer. This determination, with respect to brokerage and researchproducts and/or services, may be viewed in terms of either that particulartransaction or the overall responsibilities which the Adviser has with respectto the Portfolio, as well as to other accounts over which the Adviser exercisesinvestment discretion. Not all such services or products need be used by theAdviser in managing the Portfolios.

Section 7. Expenses of the Portfolios. Allof the ordinary business expenses incurred in the operations of the Portfoliosand the offering of their shares shall be borne by the Portfolios unlessspecifically provided otherwise in this Agreement or another written agreementbetween the Adviser and the Fund. These expenses borne by the Portfoliosinclude, but are not limited to, brokerage commissions, taxes, legal, auditingand governmental fees, expenses relating to trustees and shareholder meetings,the cost of preparing and distributing reports and notices to shareholders, thefees and other expenses incurred by the Portfolios and the cost of printingcopies of the Prospectuses and Statements of Additional Information distributedto the Portfolios shareholders.

Section 8. Compensation. As compensation for the advisoryservices provided under this Agreement, the Fund shall pay the Adviser fees atthe annual rates indicated on Schedule A hereto, as such Schedule A may beamended or supplemented from time to time. The Advisers fee shall be accruedfor each calendar day and the sum of the daily fee accruals shall be paidmonthly in arrears to the Adviser.

Section 9. Standard of Care. The Fund shall expect of theAdviser, and the Adviser will give the Fund the benefit of, the Advisers bestjudgment and efforts in rendering its services to the Fund. As an inducement tothe Advisers undertaking these services at the compensation level specified,the Adviser shall not be liable hereunder for any error of judgment or mistakeof law or for any loss suffered by the Fund in connection with the performanceof this Agreement, except a loss resulting from a breach of fiduciary duty withrespect to the receipt of compensation for services or a loss resulting fromwillful misfeasance, bad faith or gross negligence on the part of the Adviser,or any of its officers, directors, employees or agents, in the performance ofits duties or from reckless disregard by it of its obligations and duties underthis Agreement.

Section 10. Non-Exclusivity. The services of the Adviser tothe Portfolios are not to be deemed to be exclusive, and the Adviser shall befree to render investment advisory or other services to others (including otherinvestment companies) and to engage in other activities. It is understood and agreedthat officers or directors of the Adviser may serve as officers or directors ofthe Fund, and that officers or directors of the Fund may serve as officers ordirectors of the Adviser, to the extent that such services may be permitted bylaw, and that the officers and directors of the Adviser are not prohibited fromengaging in any other business activity or from rendering services to any otherperson, or from serving as partners, officers, directors or trustees of anyother firm or trust, including other investment advisory companies.

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Section 11. Books and Records. TheAdviser shall, with respect to orders the Adviser places for the purchase andsale of portfolio securities of the Portfolios, maintain or arrange for themaintenance of the documents and records required pursuant to Rule 31a-1 underthe 1940 Act as well as such records as the Funds Administrator reasonablyrequests to be maintained, including, but not limited to, trade tickets andconfirmations for portfolio trades. All such records shall be maintained in a formacceptable to the Fund and in compliance with the provisions of Rule 31a-1 orany successor rule. All such records will be the property of the Fund and willbe available for inspection and use by the Fund. The Adviser will promptlynotify the Funds Administrator if it experiences any difficulty in maintainingthe records in an accurate and complete manner.

Section 12. Term of the Agreement. This Agreement shall becomeeffective with respect to each of the respective Portfolios on such date as itis approved in accordance with the requirements of the 1940 Act, and shallinitially continue for one year, and thereafter continue from year to year,provided that the continuation of the Agreement is specifically approved atleast annually:

(a)(i) by the Funds Board of Directors or (ii) by the vote of a majority of theoutstanding voting securities of the Portfolios (as defined in Section2(a)(42) of the 1940 Act), and

(b)by the affirmative vote of a majority of the Funds Directors who are notparties to this Agreement or interested persons (as defined in the 1940 Act)of a party to this Agreement (other than as Directors of the Fund), by votescast in person at a meeting specifically called for such purpose.

ThisAgreement, at such time as it is approved in accordance with the requirementsof the 1940 Act, shall supersede any and all investment advisory agreementsbetween the Fund and the Adviser.

Section 13. Termination. As required under the 1940 Act,this Agreement may be terminated as to any Portfolio at any time, without thepayment of any penalty, by the Fund (by vote of the Funds Board of Directorsor by vote of a majority of the outstanding voting securities of the particularPortfolio), or by the Adviser on sixty (60) days written notice. The noticeprovided for herein may be waived by the party entitled to receipt thereof.This Agreement will immediately terminate in the event of its assignment. ThisAgreement may also be terminated immediately by the Fund or the Adviser in theevent that the other party (i) breaches a material term of this Agreement or(ii) commits a material violation of any governing law. As used in thisAgreement, the terms majority of the outstanding voting securities,interested persons and assignment shall have the same meanings as suchterms have in the 1940 Act, as modified or interpreted by the Commission or itsstaff in rules, regulations, interpretations or no-action letters.

Section 14. Indemnification by the Adviser. The Fund shall not beresponsible for, and the Adviser shall indemnify and hold the Fund and thePortfolios harmless from and against, any and all losses, damages, costs,charges, counsel fees, payments, expenses and liability arising out of orattributable to the willful misfeasance, bad faith, gross negligence orreckless disregard of

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obligations or duties on the part of theAdviser or any of its officers, directors, employees or agents.

Section 15. Indemnification by the Fund. In the absence of willfulmisfeasance, bad faith, gross negligence or reckless disregard of dutieshereunder on the part of the Adviser or any of its officers, directors,employees or agents, the Fund hereby agrees to indemnify and hold harmless theAdviser and its officers, directors, employees and agents against all claims,actions, suits or proceedings at law or in equity whether brought by aprivate party or a governmental department, commission, board, bureau, agencyor instrumentality of any kind, arising from the advertising, solicitation, sale, purchase or pledge ofsecurities, whether of the Fund or other securities, undertaken by thePortfolios or their officers, directors, employees or affiliates, resultingfrom any violations of the securities laws, rules, regulations, statutes andcodes, whether federal or of any state, by the Portfolios or their officers,directors, employees or affiliates. Federal and state securities laws imposeliabilities under certain circumstances on persons who act in good faith, andnothing herein shall constitute a waiver or limitation of any rights which aPortfolio may have and which may not be waived under any applicable federal orstate securities laws.

Section 16. Notices. Any notices under this Agreementshall be in writing, addressed and delivered or mailed postage paid to theother party at such address as such other party may designate for the receiptof such notice. Until further notice to the other party, it is agreed that theaddress of the Fund shall be Old Westbury Funds, Inc., 760 Moore Road, King ofPrussia, Pennsylvania 19406, Attn: President, and that of the Adviser shall beBessemer Investment Management LLC, 630 Fifth Avenue, New York, New York 10111,Attn: General Counsel.

Section 17. Questions of Interpretation. Anyquestion of interpretation of any term or provision of this Agreement having acounterpart in or otherwise derived from a term or provision of the 1940 Actshall be resolved by reference to such terms or provision of the 1940 Act andto interpretations thereof, if any, by the United States Courts or in theabsence of any controlling decision of any such court, by rules, regulations ororders of the Commission, interpretations of the Commission or its staff, orCommission staff no-action letters issued pursuant to the 1940 Act. Inaddition, where the effect of a requirement of the 1940 Act reflected in anyprovision of this Agreement is revised by rule, regulation or order of theCommission, such provision shall be deemed to incorporate the effect of suchrule, regulation or order. The duties and obligations of the parties under thisAgreement shall otherwise be governed by and construed in accordance with thelaws of the State of New York.

Section 18. Amendment. No provision of this Agreementmay be changed, waived, discharged or terminated orally, but only by aninstrument in writing signed by the party against which enforcement of thechange, waiver, discharge or termination is sought. If shareholder approval ofan amendment is required under the 1940 Act, no such amendment shall becomeeffective until approved by a vote of the majority of the outstanding shares ofthe affected Portfolio(s). Otherwise, a written amendment of this Agreement iseffective upon the approval of the Board of Directors of the Fund and theAdviser.

Section 19. Old Westbury Name. The Adviser and the Fund eachagree that the name Old Westbury or any variants thereof, which comprises acomponent of the Funds name, is a

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property right of the parent of the Adviser.The Fund agrees and consents that: (i) it will use the words Old Westbury orany variants thereof as a component of its corporate name, the name of anyseries or class, or all of the above, and for no other purpose; (ii) it willnot grant to any third party the right to use the name Old Westbury of anyvariant thereof for any purpose; (iii) the Adviser or any corporate affiliateof the Adviser may use or grant to others the right to use the words OldWestbury, or any variant or abbreviation thereof, as all or a portion of acorporate or business name or for any commercial purpose, other than a grant ofsuch right to another registered investment company not advised by the Adviseror one of its affiliates; and (iv) in the event that the Adviser or anaffiliate thereof is no longer acting as investment adviser to any Portfolio orclass of a Portfolio, the Fund shall, upon request by the Adviser, promptlytake such action as may be necessary to change its corporate name to one notcontaining the words Old Westbury or any variant thereof and following suchchange, shall not use the words Old Westbury, or any variant thereof, as apart of its corporate name or for any other commercial purpose, and shall useits best efforts to cause its trustees, officers and shareholders to take anyand all actions that the Adviser may request to effect the foregoing and toreconvey to the Adviser any and all rights to such words.

Section 20. Miscellaneous. The captions in this Agreementare included for convenience of reference only and in no way define or delimitany of the provisions hereof or otherwise affect their construction or effect.If any provision of this Agreement shall be held or made invalid by a courtdecision, statute, rule or otherwise, the remainder of this Agreement shall notbe affected thereby.

INWITNESS WHEREOF, the parties hereto have caused this Agreement to be executedby their officers designated below as of the day and year first above written.

OLD WESTBURY FUNDS, INC.

By:

/s/ Peter C. Artemiou

Peter C. Artemiou

Vice President & Treasurer

BESSEMER INVESTMENT MANAGEMENT LLC

By:

/s/ Marc D. Stern

Marc D. Stern

President

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SCHEDULE A

Portfolio

Advisory Fee Rate
Average Net Assets

U.S. Large Cap Fund

First $500 million 0.70%
Second $500 million to $1 billion 0.65%
Over $1 billion 0.60%

Non-U.S. Large Cap Fund


Fixed Income Fund


Municipal Bond Fund


Global Small & Mid Cap Fund

0.85%

Real Return Fund

0.85%

Global Opportunities Fund

First $1.25 billion 1.10%
Second $1.25 billion to $2.5 billion 1.05%
Over $2.5 billion 1.00%

EX-99.28(D)(XII)3c62665_ex99-28dxii.htm

Exhibit-99.28(d)(xii)

September 1, 2010

Mr.PeterC.Artemiou
Old Westbury Funds, Inc.
760 Moore Road
King of Prussia, PA 19406

Re:

Waiver of Certain Investment Advisory Fees and Shareholder Servicing Fees

DearMr.Artemiou:

Thefollowing letter amends and restates that certain letter dated December 10,2009 (the Original Letter) pertaining to the commitments of BessemerInvestment Management LLC (BIM) and Bessemer Trust Company, N.A. (BTNA) towaive certain investment advisory fees and shareholder servicing fees forvarious series of Old Westbury Fund, Inc. (the Corporation). Pursuant to theterms of this letter, the Original letter is amended (i) to include thecommitment to waive certain investment advisory fees for the Real Return Fundand (ii) to change the waiver of certain shareholder servicing fees for theFixed Income Fund and Municipal Bond Fund. The other commitments listed hereinare identical to those set forth in the Original Letter.

This setsforth the commitments of BIM and BTNA to waive certain investment advisory feesand shareholder servicing fees for various series of the Corporation.Specifically, BIM commits to waive certain investment advisory fees for theU.S. Large Cap Fund, Non-U.S. Large Cap Fund, Global Small & Mid Cap Fund,Global Opportunities Fund, Fixed Income Fund, Municipal Bond Fund and RealReturn Fund (collectively, the Funds) and BTNA commits to waive certainshareholder servicing fees for the Fixed Income Fund and Municipal Bond Fund, onthe basis described below.

InvestmentAdvisory Fee Waivers

As you areaware, BIM serves as the investment adviser for the U.S. Large Cap Fund,Non-U.S. Large Cap Fund, Global Small & Mid Cap Fund, Global OpportunitiesFund, Fixed Income Fund, Municipal Bond Fund and Real Return Fund pursuant toan investment advisory agreement (the Investment Advisory Agreement). Underthe Investment Advisory Agreement, the U.S. Large Cap Fund, Non-U.S. Large CapFund, Global Small & Mid Cap Fund, Global Opportunities Fund, Fixed IncomeFund, Municipal Bond Fund and Real Return Fund each have agreed to pay BIM thefollowing fees for providing investment advisory services to the Funds (theInvestment Advisory Fees):

InvestmentAdvisory Fees:

First $500
million of
average
net assets

Second $500
million to
$1 billion of
average
net assets

Average
net assets
exceeding
$1 billion

U.S. Large Cap Fund

0.70

%

0.65

%

0.60

%

Non-U.S. Large Cap 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

%

Average net assets

Global Small & Mid Cap Fund

0.85

%

Real Return Fund

0.85

%

First $1.25
billion of
average
net assets

Next $1.25
billion to
$2.5 billion of
average
net assets

Average
net assets
exceeding
$2.5 billion

Global Opportunities Fund

1.10

%

1.05

%

1.00

%

BIM herebycommits to waive a portion of the Investment Advisory Fees it is entitled toreceive from each such Fund to the extent necessary to maintain the netoperating expense ratio, excluding acquired fund fees and expenses and afterthe application of any other waivers of expenses (including the shareholderservicing fee waivers described below), of the U.S. Large Cap Fund at 1.00%,Non-U.S. Large Cap Fund at 1.05%, Fixed Income Fund at 0.70%, Municipal BondFund at 0.70%, Global Small & Mid Cap Fund at 1.11%, Global OpportunitiesFund at 1.20% and Real Return Fund at 1.10% (each an Investment Advisory FeeWaiver).

ShareholderServicing Fee Waivers

As you arealso aware, BTNA serves as the shareholder servicing agent for the Fixed IncomeFund and Municipal Bond Fund pursuant to a shareholder servicing agreement (theShareholder Servicing Agreement). Under the Shareholder Servicing Agreement,as amended, the Fixed Income Fund and Municipal Bond Fund each shall pay BTNA0.2% of its average daily net assets as compensation for BTNA providingshareholder support services to such fund (the Shareholder Servicing Fee).BTNA hereby commits to waive a portion of the Shareholder Servicing Fee that itreceives from each of the Fixed Income Fund and the Municipal Bond Fund to theextent necessary to maintain a maximum Shareholder Servicing Fee for each suchfund at 0.1% (each a Shareholder Servicing Fee Waiver).

Termsof Investment Advisory Fee Waivers and Shareholder Servicing Fee Waivers

EachInvestment Advisory Fee Waiver and Shareholder Servicing Fee Waiver describedabove (each a Committed Fee Waiver) will be in effect throughOctober31, 2012. BIM and BTNA both acknowledge and understand that eachCommitted Fee Waiver is a binding legal obligation on which the Funds willrely. Each Committed Fee Waiver shall renew automatically, on the same terms,for a period of one year from the expiration of the Committed Fee Waiver,unless prior to such expiration, BIM or BTNA provides notice to the Board ofDirectors of the Corporation of its intention not to renew the Committed FeeWaiver.

Thisletter supersedes all prior fee waiver commitment letters among the partieswith respect to the Funds.

Very truly yours,

BESSEMER INVESTMENT MANAGEMENT LLC

By:

/s/ Marc D. Stern

Name: Marc D. Stern

Title: President

BESSEMER TRUST COMPANY, N.A.

By:

/s/ John G. MacDonald

Name: John G. MacDonald

Title: Managing Director and Chief Financial Officer

Accepted and agreed:

OLD WESTBURY FUND, INC.

By:

/s/ Peter C. Artemiou

Name: Peter C. Artemiou

Title: Vice President & Treasurer

EX-99.28(E)(I)4c62665_ex99-28ei.htm

Exhibit-99.28(e)(i)

UNDERWRITING AGREEMENT

THISAGREEMENT is made as of July 1, 2010 by and between BNY MELLON DISTRIBUTORS,INC. (formerlyknown as PFPC Distributors, Inc.), a Massachusetts corporation (BNYDistributors), and OLD WESTBURY FUNDS, INC., a Maryland corporation (theFund).

W I T N E S S E T H:

WHEREAS,the Fund, which is advised by Bessemer Investment Management LLC (theAdviser), is registered as an open-end management investment company underthe Investment Company Act of 1940, as amended (the 1940 Act), and iscurrently offering shares of common stock (such shares of all series arehereinafter called the Shares), representing interests in investmentportfolios of the Fund identified on Exhibit A hereto (the Portfolios) whichare registered with the Securities and Exchange Commission (the SEC) pursuantto the Funds Registration Statement on Form N-1A (the RegistrationStatement);

WHEREAS,the Fund and PFPC Distributors are parties to that certain underwritingagreement dated April 3, 2006, as amended (PFPC Underwriting Agreement),which automatically terminates as of the closing of the sale of PNC GlobalInvestment Servicing, Inc., the indirect parent of PFPC Distributors, Inc. toThe Bank of New York Mellon Corporation by the PNC Financial Services Group,Inc. (the Transaction); and

WHEREAS,the Fund, upon the termination of the PFPC Underwriting Agreement on theclosing of the Transaction, wishes to retain BNY Distributors to serve

as distributor for the Fund and the Portfolios to provide for the saleand distribution of the Shares of the Portfolios identified on Exhibit A andfor such additional classes or series as the Fund may issue, and BNYDistributors wishes to furnish such services.

NOW,THEREFORE, in consideration of the premises and mutual covenants hereincontained, and intending to be legally bound hereby, the parties hereto agreeas follows:

1.

Definitions. As used in this Agreement:

(a)

1933 Act means the Securities Act of 1933, as amended.

(b)

1934 Act means the Securities Exchange Act of 1934, as amended.

(c)

Authorized Person means any officer of the Fund, and any other person, duly authorized by the Funds Board of Directors or Trustees to give Oral Instructions and Written Instructions on behalf of the Fund. An Authorized Persons scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.

(d)

FINRA means the Financial Industry Regulatory Authority.

(e)

Oral Instructions mean oral instructions received by BNY Distributors from an Authorized Person or from a person reasonably believed by BNY Distributors, on the basis of written documentation provided by the Fund or the Adviser, to be an Authorized Person.

(f)

Registration Statement means any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC.

2

(g)

Securities Laws mean the 1933 Act, the 1934 Act, and the 1940 Act.

(h)

Written Instructions mean (i) written instructions signed by an Authorized Person or from a person reasonably believed by BNY Distributors, on the basis of written documentation provided by the Fund or the Adviser, to be an Authorized Person, and received by BNY Distributors or (ii) sent via e-mail by an Authorized Person or received from a person reasonably believed by BNY Distributors, on the basis of written documentation provided by the Fund or the Adviser, to be an Authorized Person, and opened by BNY Distributors or (iii) trade instructions transmitted (and received by BNY Distributors) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier. The instructions may be delivered electronically (with respect to sub-items (ii) or (iii) above) or by hand, mail, tested telegram, cable, telex or facsimile sending device.

2.

Appointment. Effective on the later of July 1, 2010 or the closing of the Transaction (the Effective Date), the Fund hereby appoints BNY Distributors to serve as the distributor of its Shares in accordance with the terms set forth in this Agreement. BNY Distributors accepts such appointment and agrees to furnish such services, effective as of the Effective Date. The Fund understands that BNY Distributors is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the Investment Entities), including Investment Entities having investment objectives similar to those of the Fund. The Fund further understands that investors and potential investors in the

3

Fund may invest in shares of such other Investment Entities. The Fundagrees that BNY Distributors duties to such Investment Entities shall notper se be deemed in conflict with its duties to the Fund under thisAgreement.

3.

Delivery of Documents.

The Fund agrees to advise BNY Distributors as soon as reasonably practical by a notice in writing delivered to BNY Distributors:

(i)

of any request by the SEC for amendments to the Registration Statement, Prospectus or Statement of Additional Information then in effect or for additional information;

(ii)

in the event of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, Prospectus or Statement of Additional Information then in effect or the initiation by service of process on the Fund of any proceeding for that purpose;

(iii)

of the happening of any event of which the Fund becomes aware that makes untrue any statement of a material fact made in the Registration Statement, Prospectus or Statement of Additional Information then in effect or that requires the making of a change in such Registration Statement, Prospectus or Statement of Additional Information in order to make the statements therein not misleading; and

(iv)

of any adverse action of the SEC with respect to any amendment to any Registration Statement, Prospectus or Statement of Additional Information which may from time to time be filed with the SEC.

For purposes of this paragraph, informal requests by or acts of the staff of the SEC, including non-material comments given in the course of the review process, shall not be deemed actions of or requests by the SEC.

4.

Compliance with Rules and Regulations. BNY Distributors undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect

4

to the duties to be performed by BNY Distributors hereunder. Except as specifically set forth herein, BNY Distributors assumes no responsibility for such compliance by the Fund or any other entity.

5.

Instructions.

(a)

Unless otherwise provided in this Agreement, BNY Distributors shall act only upon Oral Instructions or Written Instructions.

(b)

BNY Distributors shall be entitled to rely upon any Oral Instruction or Written Instruction it receives pursuant to this Agreement. BNY Distributors may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Funds Board of Directors or Trustees or of the Funds shareholders, unless and until BNY Distributors receives Oral Instructions or Written Instructions to the contrary.

(c)

The Fund agrees to forward to BNY Distributors Written Instructions confirming Oral Instructions so that BNY Distributors receives the Written Instructions promptly after such Oral Instructions are received. The fact that such confirming Written Instructions are not received by BNY Distributors or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions and executed by BNY Distributors prior to the receipt of any contrary Written Instructions (and a reasonable opportunity to act thereon) or BNY Distributors ability to have relied upon such Oral

5

Instructions in connection with such transactions.

6.

Right to Receive Advice.

(a)

Advice of the Fund. If BNY Distributors is in doubt as to any actionit should or should not take, BNY Distributors may request directions oradvice, including Oral Instructions or Written Instructions, from the Fund.

(b)

Advice of Counsel. If BNY Distributors shall be in doubt as to anyquestion of law pertaining to any action it should or should not take, BNYDistributors may request advice from counsel of its own choosing (who may becounsel for the Fund, the Adviser or BNY Distributors, at the option of BNYDistributors).

(c)

Conflicting Advice. In the event of a conflict between directions oradvice or Oral Instructions or Written Instructions BNY Distributors receivesfrom the Fund and the advice BNY Distributors receives from counsel selectedby it, BNY Distributors may rely upon and follow the advice of such counsel;provided that BNY Distributors shall provide reasonable prior written noticeto the Fund of any such advice that conflicts with such Oral Instructions orWritten Instructions. The Fund shall, upon receipt of such notice, promptlynotify BNY Distributors in writing of its objection, if any, to any actionsor any omissions to act BNY Distributors proposes to take pursuant tocounsels advice. In the event the Fund has so notified BNY Distributors inwriting of its objection, BNY Distributors and the Fund shall promptlyconsult in good faith to reach agreement on the actions or omissions that arethe subject of the Funds objection. In the

6

event, after such consultations, BNY Distributors and the Fund are unable to agree on the actions or omissions in question, BNY Distributors and the Fund shall consult independent counsel mutually acceptable to BNY Distributors and the Fund, and BNY Distributors may follow and rely upon the advice of such independent counsel.

(d)

Protection of BNY Distributors. BNY Distributors shall be indemnified by the Fund and without liability for any action BNY Distributors takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions BNY Distributors receives from or on behalf of the Fund or from counsel (subject to BNY Distributors adherence to the provisions of Section 6(c)), and which BNY Distributors believes, in good faith, to be consistent with those directions or advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon BNY Distributors (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such advice or Oral Instructions or Written Instructions unless, under the terms of other provisions of this Agreement, the same is a condition of BNY Distributors properly taking or not taking such action.

7.

Records; Visits. The books and records pertaining to the Fund and the Portfolios which are in the possession or under the control of BNY Distributors shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act, the other Securities Laws and other applicable laws,

7

rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during BNY Distributors normal business hours. Upon the request of the Fund, copies of any such books and records shall be provided by BNY Distributors to the Fund or to an Authorized Person, at the Funds expense, within a reasonable timeframe.

8.

Confidentiality.

(a)

Each party shall keep confidential any information relating to the other partys business (Confidential Information). Confidential Information shall include (i) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or BNY Distributors, their respective subsidiaries and affiliated companies; (ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or BNY Distributors a competitive advantage over its competitors; (iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (iv) anything designated as confidential. Notwithstanding the foregoing,

8

information shall not be Confidential Information and shall not be subject to such confidentiality obligations if it: (i) is already known to the receiving party and not subject to a duty of confidentiality at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the best of the receiving partys knowledge, is not under a duty of confidentiality; (iv) is released by the protected party to a third party without restriction; (v) is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the other party written notice of the same, to the extent such notice is permitted); (vi) is relevant to the defense of any claim or cause of action asserted against the receiving party by the protected party; (vii) is necessary for BNY Distributors to release such information in connection with the provision of services under this Agreement or to enable BNY Distributors to engage an independent third party to perform an assessment of BNY Distributors policies and procedures; or (viii) has been or is independently developed or obtained by the receiving party.

(b)

Notwithstanding any provision herein to the contrary, each party hereto agrees that any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (Regulation S-P), promulgated under the Gramm-Leach-Bliley Act (the Act), disclosed by a party hereunder is for the specific purpose of permitting the other party to perform the

9

services set forth in this Agreement. Each party agrees that, with respect to such information, it will comply with Regulation S-P and the Act and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement to any other party, except to the extent as necessary to carry out the services set forth in this Agreement or as otherwise permitted by Regulation S-P or the Act.

9.

Compensation. As compensation for services rendered by BNY Distributors under this Agreement, the Fund will pay to BNY Distributors the fees set forth in that certain fee letter of even date herewith, as such fee letter may be amended by the Fund and BNY Distributors from time to time. The Fund acknowledges that BNY Distributors may receive float benefits and/or investment earnings in connection with maintaining certain accounts required to provide services under this Agreement.

10.

Indemnification.

(a)

The Fund agrees to indemnify and hold harmless BNY Distributors and its affiliates from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, attorneys fees and disbursements and liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws) arising directly or indirectly from any action or omission to act which BNY Distributors takes in connection with the provision of services to the Fund; provided that neither BNY Distributors, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by BNY Distributors or its

10

affiliates own willful misfeasance, bad faith, negligence or failure to perform its respective duties and obligations under this Agreement in any material respect. Any amounts payable by the Fund hereunder shall be satisfied only against the relevant Portfolios assets and not against the assets of any other investment portfolio of the Fund.

(b)

The Fund agrees to indemnify and hold harmless BNY Distributors, its officers, directors, and employees, and any person who controls BNY Distributors within the meaning of Section 15 of the 1933 Act, free and harmless (a) from and against any and all claims, costs, expenses (including reasonable attorneys fees) losses, damages, charges, payments and liabilities of any sort or kind which BNY Distributors, its officers, directors, employees or any such controlling person may incur under the 1933 Act, under any other statute, at common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact contained in the Funds Registration Statement, Prospectus, Statement of Additional Information, or sales literature (including amendments and supplements thereto), or (ii) any omission, or alleged omission, to state a material fact required to be stated in the Funds Registration Statement, Prospectus, Statement of Additional Information or sales literature (including amendments or supplements thereto), necessary to make the statements therein, in light of the circumstances in which made, not misleading, provided, however, that insofar as losses, claims, damages, liabilities or expenses arise out of or are based upon any

11

such untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished to the Fund by BNY Distributors or its affiliated persons for use in the Funds Registration Statement, Prospectus, or Statement of Additional Information or sales literature (including amendments or supplements thereto), such indemnification shall not be applicable; and (b) from and against any and all such claims, demands, liabilities and expenses (including reasonable attorneys fees) which BNY Distributors, its officers and directors, or such controlling person, may incur in connection with this Agreement or BNY Distributors performance hereunder (but excluding such claims, demands, liabilities and expenses (including reasonable attorneys fees) arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any Registration Statement or any Prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any Registration Statement or any Prospectus or necessary to make the statements in either thereof, in light of the circumstances in which made, not misleading), unless such claims, demands, liabilities and expenses (including such reasonable attorneys fees) arise by reason of BNY Distributors willful misfeasance, bad faith, negligence or failure to perform its respective duties and obligations under this Agreement in any material respect. Any amounts payable by the Fund hereunder shall be satisfied only against the relevant Portfolios assets and not against the

12

assets of any other investment portfolio of the Fund. The Fund acknowledges and agrees that in the event that BNY Distributors, at the request of the Fund, is required to give indemnification comparable to that set forth in this paragraph to any broker-dealer selling Shares of the Fund or servicing agent servicing the shareholders of the Fund and such broker-dealer or servicing agent shall make a claim for indemnification against BNY Distributors, BNY Distributors may make a similar claim for indemnification against the Fund.

(c)

BNY Distributors agrees to indemnify and hold harmless the Fund, its several officers and Board Members and each person, if any, who controls a Portfolio within the meaning of Section 15 of the 1933 Act against any and all claims, costs, expenses (including reasonable attorneys fees), losses, damages, charges, payments and liabilities of any sort or kind which the Fund, its officers, Board Members or any such controlling person may incur under the 1933 Act, under any other statute, at common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board Members, or any controlling person resulting from such claims or demands arose out of the acquisition of any Shares by any person which may be based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Funds Registration Statement, Prospectus or Statement of Additional Information (including amendments and supplements thereto), or any omission, or alleged omission, to state a material fact required to be stated

13

therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished or confirmed in writing to the Fund by BNY Distributors or its affiliated persons (as defined in the 1940 Act). The foregoing rights of indemnification shall be in addition to any other rights to which the Fund or any such person shall be entitled to as a matter of law.

(d)

(i)

Notice of Claim. A party that seeks indemnification under Section 10 (a), (b) or (c) (Indemnifying Party) must promptly give the other party (Indemnified Party) notice of any legal action. However, a delay in notice does not relieve an indemnifying party of any liability to an Indemnified Party, except to the extent the Indemnifying Party shows that the delay materially prejudiced t