SCHEDULE 14C
(Rule 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities
Exchange Act of 1934 (Amendment No. )
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| o | Preliminary Information Statement |
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| x | Definitive Information Statement |
| OLD WESTBURY FUNDS, INC. | |
| (Name of Registrant As Specified In Its Charter) | |
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| x | No fee required |
| o | Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11 |
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| (4) | Proposed maximum aggregate value of transaction: |
| (5) | Total fee paid: |
| o | Fee paid previously with preliminary materials. |
| o | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
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OLD WESTBURY FUNDS, INC.
INFORMATION STATEMENT DATED OCTOBER 9, 2015
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
This document is an Information Statement and is being furnished to shareholders of the Old Westbury Strategic Opportunities Fund (the “Fund”), in lieu of a proxy statement pursuant to the terms of an exemptive order (the “SEC Order”) issued by the Securities and Exchange Commission (the “SEC”). The Fund is a separate series of Old Westbury Funds, Inc. (the “Corporation”).
Bessemer Investment Management LLC (the “Adviser”) serves as investment manager of the Fund pursuant to an investment advisory agreement with the Corporation, on behalf of the Fund (the “Investment Advisory Agreement”), and may allocate certain assets of the Fund to sub-advisers. This Information Statement is being furnished to the shareholders of the Fund to provide shareholders with information about a new investment sub-advisory agreement with TPH Asset Management LLC (“TPH”) (the “Sub-Advisory Agreement”), a new sub-adviser for the Fund.
Under the SEC Order, the Adviser may, subject to the approval of the Board of Directors (the “Board” or the “Directors”) of the Corporation, enter into or materially amend sub-advisory agreements without the approval of the Fund’s shareholders, provided that an Information Statement is sent to shareholders of the Fund. The SEC Order also permits the Fund to disclose, in lieu of the fees paid to each sub-adviser that is unaffiliated with the Adviser or the Corporation, the aggregate fees paid to the Adviser and each such sub-adviser. The Board reviews the sub-advisory agreements annually.
This Information Statement will be mailed on or about October 9, 2015, to shareholders of record of the Fund as of October 5, 2015 (the “Record Date”). The Fund will bear the expenses incurred in connection with preparing this Information Statement. One Information Statement will be delivered to shareholders sharing the same address unless the Fund has received contrary instructions from one or more such shareholders. If you wish to receive individual copies of this Information Statement (or you have received multiple copies and wish to receive only a single copy of any information statements and annual and semi-annual reports in the future), please call 1-800-607-2200; if your shares are held through a financial institution, please contact the financial institution directly. As of the Record Date, 924,447,356.517 shares of the Fund were issued and outstanding. Information on shareholders who owned beneficially 5% or more of the shares of the Fund as of the Record Date is set forth in Appendix A. To the knowledge of the Adviser, the executive officers and Directors of the Corporation as a group owned less than 1% of the outstanding shares of the Fund and of the Corporation as of the Record Date.
Board Evaluation and Approval of the Sub-Advisory Agreement
At a meeting of the Board held on July 22, 2015, the Board, including the Directors who are not “interested persons” (as defined in the Investment Company Act of 1940, as amended) of any party to the Sub-Advisory Agreement (the “Independent Directors”), unanimously approved the Sub-Advisory Agreement. The following summary details the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the Sub-Advisory Agreement. The Board noted that, as a key threshold matter, the fees payable to TPH under the Sub-Advisory Agreement would be paid by the Adviser from the advisory fees that it receives from the Fund.
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In approving the Sub-Advisory Agreement with TPH, the Board considered the overall fairness of the Sub-Advisory Agreement and whether the Sub-Advisory Agreement was in the best interests of the Fund. The Board noted that it had received and reviewed information from the Adviser with respect to TPH at the July 22, 2015 meeting. The Board also noted that it had received and reviewed substantial information regarding TPH, and the services to be provided by TPH to the Fund under the Sub-Advisory Agreement. This information, which included a detailed due diligence questionnaire from TPH, as well as information concerning its organization, compliance program and financial condition, formed, in part, the primary (but not exclusive) basis for the Board’s determinations. The Board also noted that the Independent Directors had met in executive session with their counsel and counsel to the Corporation, as well as with the Adviser to discuss the Adviser’s recommendation regarding TPH’s appointment. During the executive session, the Independent Directors reviewed their legal responsibilities in approving the Sub-Advisory Agreement and discussed materials and other information provided to them. The Board concluded that they had received adequate information to make a reasonable determination with respect to the approval of the Sub-Advisory Agreement.
The Board’s conclusions are based on the comprehensive consideration of all information presented to it and are not the result of any single controlling factor.
The following summary details the factors considered by the Board and the conclusions that formed the basis for the Board’s approval of the Sub-Advisory Agreement.
(1) The nature, extent and quality of services to be provided by TPH.
The Board considered the scope and quality of services to be provided by TPH, including the fact that TPH pays the costs of all investment and management facilities necessary for the efficient conduct of its services. The Board also considered, among other things, the qualifications and experience of the individual portfolio managers responsible for managing TPH’s portion of the Fund, as well as the compliance, operational and trading capabilities of TPH.
Based on these considerations, as well as those discussed below, the Board concluded that the nature, extent and quality of services to be provided by TPH were satisfactory.
(2) The performance of TPH.
The Board considered the performance data provided by TPH with respect to other accounts and determined that TPH had demonstrated an ability to appropriately manage assets in the style expected to be used by TPH in connection with the Fund.
(3) The cost of the advisory services and comparative fee rates.
As previously discussed, the Board noted that TPH’s fee would be paid entirely by the Adviser. The Directors reviewed the level of the proposed fee against a number of different benchmarks and peer comparisons.
Based on these considerations, as well as other factors described herein, the Board, including all of the Independent Directors, concluded that TPH’s sub-advisory fee was fair and reasonable in light of the quality of services to be provided by TPH.
(4) The extent to which economies of scale will be realized as the Fund grows and whether fee levels reflect those economies of scale.
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The Board discussed whether any economies of scale would be realized with respect to the management of the Fund and whether the Fund would benefit from any such economies of scale. The Board noted in this regard that the proposed sub-advisory fee contained breakpoints and that the Adviser would bear TPH’s sub-advisory fee. The Directors undertook to continue to monitor the appropriateness of the sub-advisory fee, taking into account the potential impact of economies of scale, as the mandate grew.
(5) Ancillary benefits and other factors.
In addition to the above factors, the Board also discussed whether there were other benefits received by the Adviser, TPH, or their affiliates, from TPH’s relationship with the Fund. The Board concluded that any such fall-out benefits (such as soft dollar-credits) resulting from the proposed engagement of TPH were such that it did not affect the Board’s conclusion that the proposed sub-advisory fee was reasonable.
Conclusion
The Board, including all of the Independent Directors, concluded that the fee to be paid to TPH under the Sub-Advisory Agreement was fair and reasonable with respect to the services that TPH would provide, in light of the factors described above that the Board deemed relevant. The Board based its decision on an evaluation of all these factors as a whole and did not consider any one factor as all-important or controlling. The Independent Directors were also assisted by the advice of counsel to the Independent Directors, as well as counsel to the Corporation, in making this determination.
None of the members of the Board have any material interest, direct or indirect, in any material transactions with TPH or any other person(s) controlling, controlled by or under common control with TPH.
Information Regarding the Sub-Advisory Agreement with TPH
Under the terms of the Sub-Advisory Agreement, TPH will, subject to the supervision of the Adviser and the Board and in accordance with the investment objective and policies of the Fund and applicable laws and regulations, make investment decisions with respect to the purchases and sales of portfolio securities and other assets for a designated portion of the Fund’s assets. The Sub-Advisory Agreement generally provides that TPH will not be liable for any losses suffered by the Fund resulting from any error of judgment or mistake of law made in connection with the performance of TPH’s duties under the Sub-Advisory Agreement, except for losses resulting from (i) a breach of fiduciary duty, willful misfeasance, bad faith, negligence or reckless disregard of obligations and duties of TPH or any of its officers, directors, members, employees, agents or affiliates or (ii) any violations of securities or any other applicable laws, rules, regulations, statues and codes, whether federal or state, by TPH or any of its officers, directors, members, employees, agents, or affiliates.
The Sub-Advisory Agreement provides that it will remain in effect for an initial two-year term and thereafter so long as the Board or a majority of the outstanding voting securities of the Fund, and in either event by a vote of a majority of the Independent Directors, specifically approves its continuance at least annually. The Sub-Advisory Agreement can be terminated at any time, without the payment of any penalty, by the Board, the Adviser, TPH, or by a vote of a majority of the outstanding voting securities of the Fund, on sixty days’ written notice to the non-terminating party or parties. In addition, the Sub-Advisory Agreement terminates automatically in the event of its assignment.
The fees for TPH are based on the assets that it is responsible for managing. As indicated above, under the Sub-Advisory Agreement, the sub-advisory fee is paid by the Adviser out of the advisory fee it receives from the Fund and is not an additional charge to the Fund. The fees TPH receives are included in the Adviser’s advisory fees set forth below.
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Advisory Fees
The fees paid to TPH are paid by the Adviser from the advisory fees it receives from the Fund as set forth below. For its services under the Investment Advisory Agreement with the Corporation, the Adviser receives an advisory fee from the Fund, computed daily and payable monthly, in accordance with the following schedule:
| 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 | ||||||||||
| Strategic Opportunities Fund | 1.10 | % | 1.05 | % | 1.00 | % |
The Adviser has contractually committed through October 31, 2017, to waive its advisory fees to the extent necessary to maintain the net operating expense ratio of the Fund, excluding Fund transaction costs, investment interest expense, dividend expenses associated with securities sold short and acquired fund fees and expenses (if any), at 1.20%. This commitment may be changed or terminated at any time with the approval of the Board.
For the fiscal year ended October 31, 2014, the Adviser received $57,588,919 in net advisory fees from the Fund, representing 0.91% of the Fund’s average daily net assets. If TPH had served as a sub-adviser to the Fund for the fiscal year ended October 31, 2014, the aggregate sub-advisory fees paid by the Adviser to all of the Fund’s sub-advisers would have been 6,900,992 or 0.12% of the Fund’s average daily net assets. As of October 31, 2014, the Fund had three other sub-advisers.
Information Regarding TPH
As one of the sub-advisers to the Fund, TPH will seek to achieve the Fund’s investment objective of long-term capital appreciation in its allocated portion of the Fund by investing in energy focused master limited partnerships (“MLPs”) and other energy infrastructure equities. TPH utilizes a fundamental deep value bottom-up approach combined with forensic financial statement analysis to identify unique value opportunities within the coverage universe.
TPH, located at 1111 Bagby Street, Suite 4920, Houston, Texas 77002, was founded in 2008 and is a registered investment adviser with the SEC. TPH provides investment advice and management to a variety of clients, including institutional clients, high net worth clients, hedge funds and private equity funds. As of September 1, 2015, assets under management totaled approximately $1.4 billion. TPH is wholly-owned by Tudor, Pickering, Holt & Co., LLC (“TPH & Co.”), which has one member with an ownership percentage in excess of 25%, Tudor Capital Partners, LLC. Tudor Capital Partners, LLC, in turn, is majority-owned by the chief executive officer of TPH & Co., Robert B. Tudor, III. TPH & Co. has a board of directors responsible for corporate-level oversight. Members of the TPH & Co. board of directors are: Robert B. Tudor, III (chair), Daniel R. Pickering, R. Maynard Holt, Alexandra G. Pruner, David Pursell, William Bush, Claiborne Deming, and John Dills. The principal executive officers of TPH include: Daniel R. Pickering – Head of Asset Management and Chief Investment Officer and Walker N. Moody – Chief Operating Officer.
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The following individual is responsible for managing TPH’s portion of the Fund:
Mr. Diego Kuschnir is the portfolio manager for TPH’s portion of the Fund. He is responsible for determining and implementing the portion of the Fund’s strategy managed by TPH and executing such trades. Mr. Kuschnir has been with TPH since 2012. He has eighteen years of energy financial services experience across the energy infrastructure spectrum. Prior to joining TPH, Mr. Kuschnir was the Co-Founder and Portfolio Manager for an energy infrastructure-focused hedged equity strategy (i.e., EQC Capital). Before launching the EQC Fund, Mr. Kuschnir was a Director in the Barclays Capital Energy Investment Banking Division, focused on the MLP and utilities sectors, advising corporations on approximately $100 billion of transactions across equity, bond, and loan markets. Mr. Kuschnir received his M.B.A. from Columbia University and a B.A. in Economics from Haverford College.
Other Investment Companies Advised or Sub-Advised by TPH. As of December 31, 2014, TPH did not act as adviser or sub-adviser to any registered investment companies or series thereof having investment objectives, strategies and policies generally consistent with TPH’s primary focus in managing the portion of the Fund for which it is responsible.
Brokerage Commissions
For the fiscal year ended October 31, 2014, the Fund did not pay brokerage commissions to any affiliated broker.
General Information
The Adviser is located at 630 Fifth Avenue, New York, New York 10111. BNY Mellon Investment Servicing (US) Inc., the Corporation’s administrator, is located at 760 Moore Road, King of Prussia, PA 19408 and Foreside Funds Distributors LLC, the Fund’s distributor, is located at 400 Berwyn Park, 899 Cassatt Road, Berwyn, PA 19312.
YOU MAY OBTAIN A COPY OF THE CORPORATION’S MOST RECENT ANNUAL AND SEMI-ANNUAL REPORTS FREE OF CHARGE BY CALLING 1-800-607-2200.
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APPENDIX A
As of the Record Date, NAIDOT & Co., acting in various capacities for numerous accounts, was the owner of record of 5% or more of the Fund’s outstanding shares:
| NAIDOT & Co. c/o Bessemer Trust Company 100 Woodbridge Center Drive Woodbridge, NJ 07095-1162 | 99.23% |
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| A21-IS1015 | Old Westbury Funds, Inc. |
