Exhibit 15(vi)(a) under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
EXHIBIT C
DISTRIBUTION AGREEMENT
OLD WESTBURY FUNDS, INC.
OLD WESTBURY FIXED INCOME FUND (THE "PORTFOLIO")
The following provisions are hereby incorporated and made part of the
Distribution Agreement dated the 2nd day of December, 1996, between Old Westbury
Funds, Inc., on behalf of the Portfolio, and Edgewood Services, Inc. ("ESI"):
1.....The Portfolio hereby appoints ESI, as its agent, to offer, and to
solicit offers to subscribe to, the unsold balance of shares of the series of
common stock represented by the Portfolio as shall then be effectively
registered under the 1933 Act ("Shares"). All subscriptions for Shares obtained
by ESI shall be directed to for acceptance and shall not be binding on the
Portfolio until accepted by the Portfolio. ESI shall have no authority to made
binding subscriptions on the Portfolio's behalf. The Portfolio reserves the
right to sell Shares directly to investors through subscriptions received by the
Portfolio at its principal office. The right given to ESI under this agreement
shall not apply to any Shares issued in connection with (a) the merger or
consolidation of any other investment company with the Portfolio, (b) the
Portfolio's acquisition by purchase or otherwise of all or substantially all of
the assets or stock of any other investment company, or (c) the reinvestment in
Shares by Portfolio stockholders of dividends or other distributions or any
other offering by the Fund of securities to its stockholders.
2.....The Fund will reimburse ESI in an amount not to exceed .10% per
annum of the Portfolio's average daily net assets for ESI's cost incurred:
(i) to compensate broker-dealers with whom ESI has contracts for
providing assistance in distribution Shares ; and
(ii) to pay the cost of the preparation and printing of brochures
and other promotional materials, mailings to prospective
shareholders, advertising, and other promotional activities,
including the salaries and/or commissions of ESI and other sales
personnel, and of printing and distribution the Portfolio's
prospectus to prospective investors in connection with the
distribution of its shares.
3. ESI may sell Shares to or through qualified brokers, dealers and
financial institutions under selling and servicing agreements provided that no
dealer, financial institution or other person shall be appointed or authorized
to act as the Portfolio's agent without its written consent. The Portfolio
acknowledges that, pursuant to a Shareholder Servicing Agreement with the
Portfolio, ESI may arrange for broker-dealers (each a "Broker-Dealer") whose
customers or clients are Portfolio shareholders to enter into agreements with
ESI as the Distributor pursuant to which the Broker-Dealers will be compensated
directly by the Distributor for the performance of shareholder servicing and
related administrative functions not performed by the Advisor or its Shareholder
Servicing Agents, the Distributor, the Administrator or the Transfer Agent. Such
payments will be made only pursuant to written agreements approved in form and
substance by the Board of Directors to be entered into by the Distributor and
the Broker-Dealers. It is recognized that the Portfolio shall have no obligation
or liability to ESI, or any Broker-Dealer for any such payments under the
agreements with Broker-Dealers. The Portfolio's obligation is solely to make
payments to the Advisor under the Advisory Agreement and the Shareholder
Servicing Agreement and to the Distributor under the Distribution Agreement and
Shareholder Servicing Agreement.
4. The Portfolio and ESI will cooperate with each other in taking such
action as may be necessary to qualify Shares for sale under the securities laws
of such states as the Portfolio may designate, provided, that ESI shall not be
required to register as a broker-dealer or file a consent to service of process
in any such state where it is not now so registered. Pursuant to an Advisory
Agreement dated
between the Portfolio and the Advisor, the Portfolio will pay all fees and
expenses of registering shares of all series of Common Stock under the 1933 Act
and of qualification of shares of all series of Common Stock, and to the extent
necessary, qualification under applicable state securities laws. ESI will pay
all expenses relating to its broker-dealer qualification.
5. ESI will prepare reports to the Board of Directors of the Portfolio on
a quarterly basis showing amounts expended hereunder, including amounts paid to
Broker-Dealers and the purpose of such payments.
In consideration of the mutual convenants set forth in the Distribution
Agreement dated December 2, 1996 between Old Westbury Funds, Inc. and Edgewood
Services, Inc., Old Westbury Funds, Inc. executes and delivers this Exhibit on
behalf of the Funds, and with respect to the separate Classes of Shares thereof,
first set forth in this Exhibit.
Witness the due execution hereof this day of , 1998.
OLD WESTBURY FUNDS, INC.
By:
Name:
Title:
EDGEWOOD SERVICES, INC.
By:
Name:
Title:
