Information Statement - Form DEF 14C

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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	OLD WESTBURY FUNDS, INC.
	(Name of Registrant As Specified In Its Charter)
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OLD WESTBURY FUNDS, INC.

INFORMATION STATEMENT DATED APRIL 30, 2024

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 Large Cap Strategies 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 Aikya Investment Management Limited ("Aikya") (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 April 30, 2024, to shareholders of record of the Fund as of April 16, 2024 (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, 1,246,467,006.274 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 special meeting of the Board held on January 22, 2024, 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 the fees payable to Aikya under the Sub-Advisory Agreement would be paid by the Adviser from the advisory fees that it receives from the Fund.

In approving the Sub-Advisory Agreement with Aikya, 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 substantial information regarding Aikya, and the services to be provided by Aikya to the Fund under the Sub-Advisory Agreement. This information, which included a detailed due diligence questionnaire from Aikya, 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 considered information about BIM and Aikya and the materials presented in advance of the January 22, 2024 Special Board Meeting. The Board also noted that the Independent Directors had met in executive session with their counsel ("Independent Counsel") and counsel to the Corporation ("Counsel") and had met with the Adviser to discuss the Adviser's recommendation regarding Aikya'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 Aikya.

The Board considered the scope and quality of services to be provided by Aikya, including the fact that Aikya 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 Aikya's portion of the Fund. The Board took into account Aikya's portfolio management history as well as its compliance, operational, and trading capabilities. The Board considered the experience and skills of Aikya's investment personnel, the resources made available to such personnel and the organizational

structure of Aikya, including its affiliation with Pinnacle Investment Management Group Ltd. ("Pinnacle")

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 Aikya were satisfactory.

(2) The performance of Aikya.

The Board considered the performance data provided by Aikya with respect to other accounts and determined that Aikya had demonstrated an ability to appropriately manage assets in the style expected to be used by Aikya in connection with the Fund.

(3) The cost of the advisory services and comparative fee rates.

The Directors noted that the fee payable to Aikya under the Sub-Advisory Agreement would be paid entirely by the Adviser. The Directors reviewed the level of the proposed fee against 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 Aikya's sub-advisory fee was fair and reasonable in light of the quality of services to be provided by Aikya.

(4) The extent to which economies of scale will be realized as the Fund grows and whether fee levels reflect those economies of scale.

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 BIM would bear Aikya'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, Aikya, or their affiliates, from Aikya's relationship with the Fund, including those discussed earlier during the meeting. The Board determined to monitor these matters and concluded that the proposed sub-advisory fee was reasonable in light of these fall-out benefits and other factors.

Conclusion

The Board, including all of the Independent Directors, concluded that the fee to be paid to Aikya under the Sub-Advisory Agreement was fair and reasonable with respect to the services that Aikya 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 Aikya, or any other person(s) controlling, controlled by or under common control with Aikya.

Information Regarding the Sub-Advisory Agreement with Aikya

Under the terms of the Sub-Advisory Agreement, Aikya 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 Aikya 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 Aikya'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 under the Sub-Advisory Agreement of Aikya or any of its officers, members, employees, agents or affiliates or (ii) any violations of securities or any other applicable laws, rules, regulations, statutes and codes, whether federal or state, by Aikya or any of its officers, 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, Aikya, or by a vote of a majority of the outstanding voting securities of the Fund, on 60 days' written notice to the non-terminating party or parties. In addition, the Sub-Advisory Agreement terminates automatically in the event of its assignment.

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 fee Aikya receives is included in the Adviser's advisory fees set forth below.

Advisory Fees

The fees paid to Aikya are paid by the Adviser from the 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
Large Cap Strategies Fund	0.90%	0.85%	0.80%

The Adviser has contractually committed through October 31, 2026, 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 1.10%. This commitment may be changed or terminated at any time with the approval of the Board. The Adviser may choose voluntarily to reimburse a portion of its advisory fee at any time.

For the fiscal year ended October 31, 2023, the Adviser received $166,067,702 in net advisory fees from the Fund, representing 0.81% of the Fund's average daily net assets.

If Aikya had served as a sub-adviser to the Fund for the fiscal year ended October 31, 2023, the aggregate sub-advisory fees paid by the Adviser to all of the Fund's sub-advisers would have been $21,668,873 or 0.11% of the Fund's average daily net assets. During the fiscal year ended October 31, 2023, the Fund had two other sub-advisers.

Information Regarding Aikya

Aikya Investment Management Limited ("Aikya"), located at Octagon Point, 5 Cheapside, London, England EC2V 6AA, is responsible for the day-to-day management of a portion of the Large Cap Strategies Fund's portfolio subject to the oversight of the Adviser. As of December 31, 2023, Aikya's assets under management totaled approximately $3.1 billion. Aikya is 67.5% owned by the Aikya investment team and 32.5% owned by Pinnacle, an ASX-listed company that provides middle and back office support to boutique investment management firms. Aikya's fee is based on the assets that Aikya is responsible for managing. The fee Aikya receives, which is paid by the Adviser from the fee it receives from the Fund, is included in the advisory fee rate set forth above. The following individuals are responsible for managing Aikya's portion of the Fund:

Mr. Ashish Swarup, Investment Analyst and Lead Portfolio Manager, has been with Aikya since March 2020. Prior thereto, he worked for Stewart Investors of London since 2014 and Fidelity Investments from 2004 to 2014. He graduated from the Indian Institute of Technology in 1997 and the Indian Institute of Management in 1999 and earned an MBA from INSEAD (France) in 2003.

Rahul Desai, Investment Analyst and Portfolio Manager, has been with Aikya since February 2020. Prior thereto, he worked for Fidelity Investments in London since 2008 and Boston Consulting Group from 2003 to 2006. He graduated from the National University of Singapore in 2002 and earned an MBA from the Harvard Business School in 2008.

Thomas Allen, Investment Analyst and Portfolio Manager, has been with Aikya since January 2020. Prior thereto, he worked for First State/Stewart Investors from 2012 to 2019. He graduated from University College London in 2011.

Other Investment Companies Advised or Sub-Advised by Aikya. Aikya does not currently act as adviser or sub-adviser to any other investment companies or series thereof having investment objectives, strategies and policies generally consistent with Aikya's primary focus in managing the portion of the Fund for which it is responsible.

Brokerage Commissions

For the fiscal year ended October 31, 2023, the Fund did not pay brokerage commissions to any affiliated broker.

General Information

The Adviser is located at 1271 Avenue of the Americas, New York, New York 10020. The Bank of New York Mellon, the Corporation's administrator, is located at 103 Bellevue Parkway, Wilmington, DE 19809 and Foreside Funds Distributors LLC, the Fund's distributor, is located at 3 Canal Plaza, Portland, ME 04101.

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.

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

98.42%

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