SEC Info - Old Westbury Funds Inc. - ‘NSAR-A’ for 4/30/09

Report

Registrant: Old Westbury Funds, Inc. — List all N-SARs

Semi-Annual Report (at mid-year) for the 1st-half period ended: 4/30/09

Were there any Answer File errors in the Filing? None FoundNone Found by SEC InfoNot Checked by the FilerOne or more Found by SEC Info

Was the Answer File completed by the Registrant? Yes

Is this an Amendment to a previous Report? No

Is this a change to a previous Report? No

Registrant

1.

SEC CIK: 909994

SEC File #: 811-07912

Telephone #: 800-607-2200

2.

Address: 760 Moore Road

King of Prussia, PA 19406

3.

Is this the first Form N-SAR filed by the Registrant? No

4.

Is this the final Form N-SAR filed by the Registrant? No

Funds/Series

↑Top of Form N-SAR

7.

Is the Registrant a Funds/Series (multiple portfolios) company? Yes

The number of separate Funds/Series (portfolios) at period end: 7

↓

Series 5: Old Westbury Fixed Income Fund — S#1856 ⇒ OWFIX

↓

Series 8: Old Westbury Global Opportunities Fund [ renamed
Old Westbury Multi-Asset Opportunities Fund ] — S#19522 ⇒ OWMAX

↓

Series 6: Old Westbury Global Small & Mid Cap Fund [ now
Old Westbury Small & Mid Cap Strategies Fund ] — S#1857 ⇒ OWSMX

↓

Series 4: Old Westbury Municipal Bond Fund — S#1861 ⇒ OWMBX

↓

Series 1: Old Westbury Non-U.S. Large Cap Fund [ now
Old Westbury Large Cap Strategies Fund ] — S#1858 ⇒ OWLSX

↓

Series 7: Old Westbury Real Return Fund — S#8203 ⇒ OWRRX

↓

Series 3: Old Westbury U.S. Large Cap Fund [ now
Old Westbury All Cap Core Fund ] — S#1859 ⇒ OWACX

Family of Investment Companies

19.

Is the Registrant/Series part of a “family” of investment companies? No

Investment Company Type

27.

Is the Registrant an “open-end” investment company? Yes, Open-End

Additional Disclosures

77.

Did the Registrant file any additional Exhibits with the filing of this
Report (listed here and filed either herewith — as one of the ‘EX-99.*’
↑Exhibits in this Filing — or separately and incorporated by reference)? Yes

EX-99.77Q1: Other Disclosure? Yes

Subsidiaries

78.

Does the Registrant have any wholly-owned investment company
subsidiaries whose operating and financial data are consolidated with
that of the Registrant in this Report? Yes

All Series

↑List of 7 Funds/Series Reported Here

All:

Administrator

10.1

Name: PNC Global Investment Servicing (U.S.) Inc.

SEC File #: 084-01761

Location: King of Prussia, PA

All:

Principal Underwriter

11.1

Name: PFPC Distributors, Inc.

SEC File #: 008-45467

Location: King of Prussia, PA

All:

Shareholder Servicing/Transfer Agent

12.1

Name: PNC Global Investment Servicing (U.S.) Inc.

SEC File #: 084-01761

Location: King of Prussia, PA

All:

Independent Public Accountant

13.1

Name: Ernst & Young LLP

Location: New York, NY

All:

Custodian

18.

Does the Registrant’s/Series’ Custodian(s) maintain some or all of the
Registrant’s/Series’ securities in a central depository or book-entry
system pursuant to Rule 17f-4? Yes

All:

Brokerage Commissions Paid on Portfolio Transactions

20.

The brokers who received the largest amount of gross brokerage
commissions during the period:

20.1

Broker: UBS Securities LLC

IRS #: 13-3873456

Commissions paid ($000s): 540

20.2

Broker: Instinet, LLC.

IRS #: 13-2625132

Commissions paid ($000s): 411

20.3

Broker: Bank of America Corp.

IRS #: 56-0906609

Commissions paid ($000s): 349

20.4

Broker: Credit Suisse First Boston

IRS #: 05-0546650

Commissions paid ($000s): 317

20.5

Broker: Morgan Stanley & Co., Inc.

IRS #: 13-2655998

Commissions paid ($000s): 301

20.6

Broker: Macquarie Securities (USA), Inc.

IRS #: 98-0141094

Commissions paid ($000s): 272

20.7

Broker: Howard Weil, Inc.

IRS #: 52-1794977

Commissions paid ($000s): 231

20.8

Broker: Credit Lyonnais Securities Inc.

IRS #: 13-2062298

Commissions paid ($000s): 206

20.9

Broker: Johnson Rice & Co., LLC

IRS #: 72-1091384

Commissions paid ($000s): 164

20.10

Broker: Citigroup Global Markets, Inc.

IRS #: 11-2418191

Commissions paid ($000s): 152

21.

Total brokerage commissions paid by the Registrant during the period:
Aggregate paid ($000s): 4,845

All:

Portfolio Transactions with Entities Acting as Principals

22.

The entities acting as principals with whom the Registrant did the
largest amount of portfolio transactions, based on total value of
principal, during the period:

22.1

Entity: Barclays Capital, Inc.

IRS #: 06-1031656

Registrant’s purchases ($000s): 11,877,936

Registrant’s sales ($000s): 1,377,067

22.2

Entity: Bank of America Corp.

IRS #: 56-0906609

Registrant’s purchases ($000s): 1,625,702

Registrant’s sales ($000s): 288,526

22.3

Entity: Goldman, Sachs & Co.

IRS #: 13-5108880

Registrant’s purchases ($000s): 940,911

Registrant’s sales ($000s): 36,101

22.4

Entity: JPMorgan Chase & Co.

IRS #: 13-3379014

Registrant’s purchases ($000s): 727,934

Registrant’s sales ($000s): 35,803

22.5

Entity: First Tennessee Brokerage, Inc.

IRS #: 62-1254528

Registrant’s purchases ($000s): 399,501

Registrant’s sales ($000s): 20,293

22.6

Entity: UBS Securities LLC

IRS #: 13-3873456

Registrant’s purchases ($000s): 222,619

Registrant’s sales ($000s): 13,397

22.7

Entity: Morgan Stanley & Co., Inc.

IRS #: 13-2655998

Registrant’s purchases ($000s): 212,337

Registrant’s sales ($000s): 7,059

22.8

Entity: Deutsche Bank Securities, Inc.

IRS #: 13-2730828

Registrant’s purchases ($000s): 170,954

Registrant’s sales ($000s): 8,846

22.9

Entity: BNP Paribas Securities Corp.

IRS #: 13-3235334

Registrant’s purchases ($000s): 107,750

Registrant’s sales ($000s): 34,855

22.10

Entity: Credit Suisse First Boston

IRS #: 05-0546650

Registrant’s purchases ($000s): 106,144

Registrant’s sales ($000s): 7,108

23.

Total purchase/sale transactions by the Registrant during the period:
Aggregate purchases ($000s): 34,805,377

Aggregate sales ($000s): 3,098,001

All:

Considerations which Affected the Participation of Brokers or Dealers

26.

Considerations which affected the participation of brokers or dealers or
other entities in commissions or other compensation paid on portfolio
transactions of the Registrant:

Consideration?

Sales of the Registrant’s/Series’ shares ............................... No

Receipt of investment research and statistical info .................... Yes

Receipt of quotations for portfolio valuations ......................... No

Ability to execute portfolio transactions to obtain the best price
and execution ........................................................ Yes

Receipt of telephone line and wire services ............................ No

Broker or Dealer which is an affiliated person ......................... No

An arrangement to return or credit part or all of commissions or
profits thereon...
To an Investment Adviser or Principal Underwriter, or to an
affiliated person of either ...................................... No

To the Registrant .................................................. No

Other .................................................................. No

Series 1

↑Information Common to All Funds/Series ↑List of 7 Funds/Series

7.

Name: Old Westbury Non-U.S. Large Cap Fund [ now
Old Westbury Large Cap Strategies Fund ] — S#1858 ⇒ OWLSX

Is this the final Form N-SAR filed for this Fund/Series? No

S 1:

Investment Adviser

8.1

Name: Bessemer Investment Management LLC

Role: Adviser

SEC File #: 801-60185

Location: New York, NY

S 1:

Custodian

15.1

Name: Bessemer Trust Co.

Role: Custodian

Location: Woodbridge, NJ

Type of custody: Rule 17f-2 — Self

S 1:

Holdings of Securities Issued by Registrant’s/Series’ Brokers or Dealers

24.

At period end, did the Registrant/Series hold any securities of the
Registrant’s/Series’ regular brokers or dealers, or of the parents of
such brokers or dealers, that derive more than 15% of gross revenue from
securities-related activities? Yes

25.

The brokers or dealers, or their parents (issuers):

25.1

Name: Credit Suisse First Boston

IRS #: 05-0546650

Type of security owned: Equity

Value of securities owned at period end ($000s): 55,706

S 1:

Sales and Repurchases

28.

Monthly total Net Asset Value (NAV) of sales and repurchases of the
Registrant’s/Series’ shares:

1st Month of period: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

36,098

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

71,488

2nd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

36,255

Reinvestment of dividends and distributions ................

17,470

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

131,836

3rd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

89,144

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

20,128

4th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

46,354

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

38,574

5th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

47,358

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

57,086

6th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

39,818

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

25,850

Total of all months: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

295,027

Reinvestment of dividends and distributions ................

17,470

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

344,962

Total NAV of the Registrant’s/Series’ share sales during the period
subject to a sales load ($000s): 0

S 1:

Sales Load (Front-End or Deferred) and Fees (Redemption or Maintenance)

29.

Was a front-end sales load deducted from any share sales during the
period? No

34.

Did the Registrant/Series impose a deferred or contingent deferred sales
load during the period? No

37.

Did the Registrant/Series impose a redemption fee other than a deferred
or contingent sales load during the period? No

39.

Were any account maintenance fees or other administrative fees imposed
directly on shareholders during the period? No

S 1:

Payment Plan for the Distribution of Fund Shares

40.

During the period, did the Registrant/Series have a plan of distribution
adopted pursuant to Rule 12b-1? No

S 1:

Advisory Fee

45.

Did the Registrant/Series have an advisory contract during the period? Yes

46.

Did the Registrant/Series pay more than one Investment Adviser directly
for investment advice during the period? No

47.

Was the Registrant’s/Series’ advisory fee based solely on a percentage
of its assets? Yes

48.

Fee (single rate or step rates) applied to the Registrant’s/Series’
assets based on the advisory contract:
Single-fee rate: 0.0%

Step-fee rates:
For 1st $000s: 500,000

Annual rate: 0.8%

Of next $000s: 500,000

Annual rate: 0.75%

& Above $000s: 1,000,000

Annual rate: 0.7%

49.

Was the Registrant’s/Series’ advisory fee during the period based solely
on a percentage of its income? No

50.

Was the Registrant’s/Series’ advisory fee during the period based on
some combined percentage of its income and assets? No

51.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on its investment performance? No

52.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on the assets, income or performance of other
Registrants? No

53.

Were the expenses of the Registrant/Series limited or reduced at any
time during the period by some agreement or understanding other than by
Blue Sky Laws? Yes

54.

Indicated below are whether services were supplied or paid for wholly or
in substantial part by Investment Adviser(s) or Administrator(s) in
connection with the advisory or administrative contract(s) but for which
the Adviser(s) or Administrator(s) are not reimbursed by the Registrant:

Provided to the Registrant?
Occupancy and office rental ............................................ Yes

Clerical and bookkeeping services ...................................... No

Accounting services .................................................... No

Services of independent auditors ....................................... No

Services of outside counsel ............................................ No

Registration and filing fees ........................................... No

Stationery, supplies and printing ...................................... No

Salaries & compensation of Registrant’s interested Directors ........... No

Salaries & compensation of Registrant’s disinterested Directors ........ No

Salaries & compensation of Registrant’s Officers who aren’t Directors .. Yes

Reports to current shareholders ........................................ No

Determination of offering and redemption prices ........................ No

Trading department ..................................................... Yes

Prospectus preparation and printing for current shareholders ........... No

Other .................................................................. No

S 1:

Miscellaneous Info

55.

Did the Registrant/Series have any of the following outstanding at any
time during the period which exceeded 1% of aggregate net assets:

Overdrafts? No

Bank loans? No

56.

During the period, did the Registrant’s/Series’ Investment Adviser(s)
have advisory clients other than investment companies? Yes

57.

Did the Registrant/Series adjust the number of its shares outstanding by
means of a stock split or stock dividend? No

S 1:

Classification and Asset Allocation

58.

Is the Registrant/Series a Separate Account of an insurance company? No

59.

Is the Registrant/Series a management investment company? Yes

60.

Was the Registrant/Series a diversified investment company at any time
during the period? Yes

Was the Registrant/Series a diversified investment company at the end of
the period? Yes

61.

The lowest minimum initial investment required by the Registrant/Series
from an investor that is not an employee or otherwise affiliated with
the Registrant/Series, its Investment Adviser, Principal Underwriter or
other affiliated entity: $1,000

62.

Does the Registrant/Series invest primarily in debt securities,
including convertible debt securities, options & futures on debt
securities or indices of debt securities? No

66.

Is the Registrant/Series a Fund that usually invests in equity
securities, options & futures on equity securities, indices of equity
securities or securities convertible into equity securities? Yes

Which best describes its primary investment objective:

Aggressive capital appreciation? No

Capital appreciation? No

Growth? Yes

Growth and income? No

Income? No

Total return? No

67.

Is the Registrant/Series a “balanced” Fund? No

68.

Does the Registrant/Series have more than 50% of its net assets at
period end invested in the securities of issuers...
Engaged primarily in production or distribution of precious metals? No

Located primarily in countries other than the United States? Yes

69.

Is the Registrant/Series an index Fund? No

S 1:

Investment Practices

70.

Activities that are permitted by the Registrant’s/Series’ investment
policies, and which were engaged in during the period:

Activity Permitted Engaged In

Writing or investing in repurchase agreements? Yes No

Writing or investing in options on equities? Yes No

Writing or investing in options on debt securities? Yes No

Writing or investing in options on stock indices? Yes No

Writing or investing in interest rate futures? No –

Writing or investing in stock index futures? No –

Writing or investing in options on futures? No –

Writing or investing in options on stock index futures? No –

Writing or investing in other commodity futures? No –

Investments in restricted securities? Yes No

Investments in shares of other investment companies? Yes to both

Investments in securities of foreign issuers? Yes to both

Currency exchange transactions? Yes to both

Loaning portfolio securities? Yes No

Borrowing of money? Yes No

Purchases/sales by certain exempted affiliated persons? Yes No

Margin purchases? Yes No

Short selling? Yes No

S 1:

Portfolio Turnover

71.

Portfolio turnover rate for the period:

Purchases ($000s): 460,336

Sales ($000s): 512,502

Monthly average Value of portfolio ($000s): 1,328,267

Percent turnover (lesser of Purchases or Sales, divided by Value): 35%

S 1:

Financial Info — Income and Expenses

72.

The number of months covered by the values in Items 72 and 73: 6

Income ($000s)
Net interest income ..............................................

189

Net dividend income ..............................................

18,064

Account maintenance fees .........................................

–

Net other income .................................................

–

Expenses ($000s)
Advisory fees ....................................................

5,625

Administrator fees ...............................................

161

Salaries and other compensation ..................................

–

Shareholder Servicing Agent fees .................................

1,229

Custodian fees ...................................................

1,126

Postage ..........................................................

–

Printing expenses ................................................

12

Directors’ fees ..................................................

78

Registration fees ................................................

19

Taxes ............................................................

–

Interest .........................................................

–

Bookkeeping fees paid to anyone performing this service ..........

–

Auditing fees ....................................................

49

Legal fees .......................................................

78

Marketing/distribution payments, incl. Rule 12b-1 plan payments ..

–

Amortization of organization expenses ............................

–

Shareholder meeting expenses .....................................

–

Other expenses ...................................................

62

Total expenses ...................................................

8,439

Expense reimbursements ($000s): 559

Net investment income ($000s): 10,373

Realized capital gains ($000s): 8,174

Realized capital losses ($000s): 254,535

Net unrealized appreciation during the period ($000s): 131,985

Net unrealized depreciation during the period ($000s): 0

Total income dividends for which the record date passed during the
period ($000s): 41,656

Total capital gains distributions for which the record date passed
during the period ($000s): 0

73.

Distributions per share for which the record date passed during the
period, shown in fractions of a cent, if so declared:

Dividends from net investment income: $0.2000

Distribution of capital gains: $0.0000

Other distributions: $0.0000

S 1:

Financial Info — Condensed Balance Sheet Data

74.

Assets ($000s)

Cash .............................................................

81

Repurchase agreements ............................................

–

Short-term debt securities, other than repurchase agreements .....

–

Long-term debt securities, including convertible debt ............

–

Preferred, conv. preferred and adjustable-rate preferred stock ...

–

Common stock .....................................................

1,312,644

Options on equities ..............................................

–

Options on all futures ...........................................

–

Other investments ................................................

209,642

Receivables from portfolio instruments sold ......................

–

Receivables from affiliated persons ..............................

–

Other receivables ................................................

10,617

All other assets .................................................

30

Total assets .....................................................

1,533,014

Liabilities ($000s)
Payables for portfolio instruments purchased .....................

8,145

Amounts owed to affiliated persons ...............................

825

Senior long-term debt ............................................

–

Other liabilities:
Reverse repurchase agreements ..................................

–

Short sales ....................................................

–

Written options ................................................

–

All other liabilities ..........................................

2,225

Equity ($000s)
Senior equity ....................................................

–

Net assets of common shareholders ................................

1,521,819

Number of shares outstanding (000s): 209,244

Net Asset Value (NAV) per share (to nearest cent): $7.27

Total number of shareholder accounts: 76

Total value of assets in segregated accounts ($000s): 0

75.

Monthly average net assets during the period ($000s): 1,530,122

Series 3

↑Information Common to All Funds/Series ↑List of 7 Funds/Series

7.

Name: Old Westbury U.S. Large Cap Fund [ now
Old Westbury All Cap Core Fund ] — S#1859 ⇒ OWACX

Is this the final Form N-SAR filed for this Fund/Series? No

S 3:

Investment Adviser

8.1

Name: Bessemer Investment Management LLC

Role: Adviser

SEC File #: 801-60185

Location: New York, NY

S 3:

Custodian

15.1

Name: Bessemer Trust Co.

Role: Custodian

Location: Woodbridge, NJ

Type of custody: Rule 17f-2 — Self

S 3:

Holdings of Securities Issued by Registrant’s/Series’ Brokers or Dealers

24.

At period end, did the Registrant/Series hold any securities of the
Registrant’s/Series’ regular brokers or dealers, or of the parents of
such brokers or dealers, that derive more than 15% of gross revenue from
securities-related activities? No

S 3:

Sales and Repurchases

28.

Monthly total Net Asset Value (NAV) of sales and repurchases of the
Registrant’s/Series’ shares:

1st Month of period: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

3,058

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

9,251

2nd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

7,648

Reinvestment of dividends and distributions ................

545

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

17,623

3rd Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

17,126

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

4,863

4th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

7,153

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

10,918

5th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

9,877

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

8,302

6th Month:
Total NAV of shares sold:
New sales (including exchanges) ............................

11,315

Reinvestment of dividends and distributions ................

–

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

5,079

Total of all months: ($000s)
Total NAV of shares sold:
New sales (including exchanges) ............................

56,177

Reinvestment of dividends and distributions ................

545

Other ......................................................

–

Total NAV of shares redeemed & repurchased (inc. exchanges) ..

56,036

Total NAV of the Registrant’s/Series’ share sales during the period
subject to a sales load ($000s): 0

S 3:

Sales Load (Front-End or Deferred) and Fees (Redemption or Maintenance)

29.

Was a front-end sales load deducted from any share sales during the
period? No

34.

Did the Registrant/Series impose a deferred or contingent deferred sales
load during the period? No

37.

Did the Registrant/Series impose a redemption fee other than a deferred
or contingent sales load during the period? No

39.

Were any account maintenance fees or other administrative fees imposed
directly on shareholders during the period? No

S 3:

Payment Plan for the Distribution of Fund Shares

40.

During the period, did the Registrant/Series have a plan of distribution
adopted pursuant to Rule 12b-1? No

S 3:

Advisory Fee

45.

Did the Registrant/Series have an advisory contract during the period? Yes

46.

Did the Registrant/Series pay more than one Investment Adviser directly
for investment advice during the period? No

47.

Was the Registrant’s/Series’ advisory fee based solely on a percentage
of its assets? Yes

48.

Fee (single rate or step rates) applied to the Registrant’s/Series’
assets based on the advisory contract:
Single-fee rate: 0.0%

Step-fee rates:
For 1st $000s: 500,000

Annual rate: 0.7%

Of next $000s: 500,000

Annual rate: 0.65%

& Above $000s: 1,000,000

Annual rate: 0.6%

49.

Was the Registrant’s/Series’ advisory fee during the period based solely
on a percentage of its income? No

50.

Was the Registrant’s/Series’ advisory fee during the period based on
some combined percentage of its income and assets? No

51.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on its investment performance? No

52.

Was the Registrant’s/Series’ advisory fee during the period based in
whole or in part on the assets, income or performance of other
Registrants? No

53.

Were the expenses of the Registrant/Series limited or reduced at any
time during the period by some agreement or understanding other than by
Blue Sky Laws? Yes

Was the limitation that applied during the period based on...
Assets? No