Exhibit 15.4 under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
AMENDED AND RESTATED
SHAREHOLDER SERVICING AGREEMENT
OLD WESTBURY FUNDS, INC. (the `Fund'')
Old Westbury International Fund (the `Portfolio'')
Federated Tower
Pittsburgh, Pennsylvania 15222-3779
Edgewood Services, Inc.
Federated Tower
Pittsburgh, Pennsylvania 15222-3779
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We hereby employ you, pursuant to the Distribution and Service
Plan adopted by us in accordance with Rule 12b-1 (the `Plan'') under the
Investment Company Act of 1940, as amended (the `Act''), to provide the
services listed below:
(a) You will perform, or arrange for others including broker-dealers
with which you have written agreements and whose clients are Fund shareholders
(each a `Broker-Dealer'') to perform, all shareholder servicing functions not
performed by us, by the Advisor or its Shareholder Servicing Agents, or by our
Transfer Agent.
(b) In consideration of the foregoing we will pay you up to one
quarter of one percent (0.25%) per annum of the Portfolio's average daily net
assets attributable to the clients of the Broker-Dealers (the `Shareholder
Servicing Fee') to permit you to make payments to the Broker-Dealers for
providing shareholder services. Your payment will be accrued by us daily, and
will be payable on the last day of each calendar month for services performed
hereunder during that month or on such other schedule as you shall request us in
writing. You may waive your right to any payment to which you are entitled
hereunder, provided such waiver is delivered to us in writing.
(c) You will make payments from time to time from your own resources
and past profits for the following purposes:
(i) to defray the costs of, and to compensate Broker-Dealers for
performing shareholder servicing and related administrative functions on behalf
of the Portfolio;
(ii) to compensate Broker-Dealers for providing assistance in
distributing Portfolio's shares;
(iii) to pay the costs of printing and distributing the
Portfolio's prospectus to prospective investors; and
(iv) to defray the cost of the preparation and printing of brochures
and other promotional materials, mailings to prospective shareholders,
advertising, and other promotional activities, including salaries and/or
commissions of sales personnel in connection with the distribution of its
Portfolio's shares.
You will in your sole discretion determine the amount of any payments made by
you pursuant to this Agreement, and you may from time to time in your sole
discretion increase or decrease the amount of such payments; provided, however,
that no such payment will increase the amount which we are required to pay to
you under either this Agreement or the distribution agreement between you and
us, or otherwise.
2. Except as otherwise provided herein, you will be responsible for
the payment of all expenses incurred by you in rendering the foregoing services,
except that we will pay (i) telecommunications expenses, including the cost of
dedicated lines and CRT terminals, incurred by you, the Advisor, the Shareholder
Servicing Agents and Broker-Dealers in rendering such services, and (ii) the
cost of typesetting, printing and delivering our prospectus to existing
shareholders of the Portfolio and of preparing and printing subscription
application forms for shareholder accounts. Our obligation to be responsible
for the expenses enumerated in this paragraph 2 is limited to an amount equal to
.05% per annum of the Portfolio's average daily net assets.
3. (a) The written agreements between you and Broker-Dealers will
provide that such Broker-Dealers receive a fee, which may be paid periodically,
on an annual basis, equal to up to 0.25% of the average daily net assets of the
Portfolio represented by shares owned during the period for which payment is
being made by investors with whom such Broker-Dealer maintains a servicing
relationship, and will, as agents for their customers, perform the following,
among other things: answer customer inquiries regarding account status and
history, the manner in which purchases and redemptions of shares of the Fund may
be effected and certain other matters pertaining to the Fund; assist
shareholders in designating and changing dividend options, account designations
and addressees; provide necessary personnel and facilities to establish and
maintain shareholder accounts and records; assist in processing purchase and
redemption transactions; arrange for the writing of funds; transmit and receive
funds in connection with customer orders to purchase or redeem shares; verify
and guarantee shareholder signatures in connection with redemption orders and
transfers and changes in shareholder designated accounts; furnish (either
separately or on an integrated basis with other reports sent to a shareholder by
the Fund) monthly and year-end statements and confirmation of purchases and
redemptions; transmit, on behalf of the Fund, proxy statements, annual reports,
updating prospectuses and other communications from the Fund to shareholders of
the Fund; receive, tabulate and transmit to the Fund proxies executed by
shareholders with respect to meetings of shareholders of the Fund; and provide
such other related services as the Fund or shareholder may request. Broker-
Dealers may waive all or a portion of their Shareholder Servicing Fees.
(b) Payments to Broker-Dealers to compensate them for providing
shareholder servicing and related administrative functions are subject to
compliance by them with the terms of written agreements satisfactory to our
Board of Directors to be entered into between you and the Broker-Dealers.
4 We will expect of you, and you will give us the benefit of,
your best judgment and efforts in rendering these services to us, and we agree
as an inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us or to our
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.
5 This Agreement will become effective on the date hereof and
will remain in effect until October 12, 1994 and thereafter for successive
twelve-month periods (computed from each October 1), provided that such
continuation is specifically approved at least annually by vote of our Board of
Directors and of a majority of those of our directors who are not interested
persons (as defined in the Act) and have no direct or indirect financial
interest in the operation of the Plan or in any agreements related to the Plan,
cast in person at a meeting called for the purpose of voting on this Agreement.
This Agreement may be terminated at any time, without the payment of any
penalty, by vote of a majority of our entire Board of Directors, and by a vote
of a majority of our Directors who are not interested persons (as defined in the
Act) and who have no direct or indirect financial interest in the operation of
the Plan or in any agreement related to the Plan, or by vote of a majority of
our outstanding voting securities, as defined in the Act, on sixty days' written
notice to you, or by you on sixty days' written notice to us.
6 This Agreement may not be transferred, assigned, sold or in any
manner hypothecated or pledged by you, and this Agreement shall terminate
automatically in the event of any such transfer, assignment, sale,hypothecation
or pledge by you. The terms `transfer,'' ``assignment'' and `sale'' as used in
this paragraph shall have the meanings ascribed thereto by governing law and in
applicable rules or regulations of the Securities and Exchange Commission
thereunder.
7 Except to the extent necessary to perform your obligations
hereunder, nothing herein shall be deemed to limit or restrict your right, or
the right of any of your officers, directors or employees who may also be a
director, officer or employee of ours, or of a person affiliated with us, as
defined in the Act, to engage in any other business or to devote time and
attention to the management of other aspects of any other business, whether of a
similar or dissimilar nature, or to render services of any kind to another
corporation, firm, individual or association.
If the foregoing is in accordance with your understanding, will you
kindly so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
OLD WESTBURY FUNDS, INC.
Old Westbury International Fund
By: /s/ XXXXXX X. XXXXXXXX
Name: Xxxxxx X. Xxxxxxxx
Title: President
ACCEPTED: DECEMBER 2, 1996
EDGEWOOD SERVICES, INC.
By: /s/ R. XXXXXXX XXXX
Name: R. Xxxxxxx Xxxx
Title: Senior Vice President
