OLD WESTBURY FUNDS, INC.
BESSEMER INVESTMENT MANAGEMENT LLC
SUB-ADVISORY AGREEMENT
Old Westbury Global Opportunities Fund
This SUB-ADVISORY AGREEMENT is made as of November 12,
2007, by and among OLD WESTBURY FUNDS, INC. (hereinafter
called "the Fund"), BESSEMER INVESTMENT MANAGEMENT LLC
(hereinafter called "the Adviser"), and ▇. ▇▇▇▇ PRICE
INTERNATIONAL, INC. (hereinafter called "the Sub-Adviser"),
W I T N E S S E T H:
WHEREAS, the Adviser is the investment adviser to the
Old Westbury Global Opportunities Fund (hereinafter called
"the Portfolio" of the Fund, an open-end management
investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser and the Sub-Adviser are each
registered under the Investment Advisers Act of 1940 (the
"Advisers Act") as investment advisers; and
WHEREAS, the Fund and the Adviser desire to retain the
Sub-Adviser to provide portfolio selection and related
research and statistical services in connection with the
investment advisory services, which the Adviser provides to
the Portfolio, for the Portfolio or a designated portion of
the assets of the Portfolio (a "Segment"), and the Sub-
Adviser desires to furnish such services; and
WHEREAS, the Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the
following and will promptly provide the Sub-Adviser with
copies properly certified or authenticated of any amendment
or supplement thereto:
(a) Investment Advisory Agreement (the "Advisory
Agreement") with the Fund;
(b) The Fund's Registration Statement that includes
the Portfolio's prospectus and statement of
additional information, as filed with the
Securities and Exchange Commission (the
"Registration Statement");
(c) The Fund's Articles of Incorporation and By-laws;
(d) The resolutions of the Board of Directors of the
Fund approving the engagement of the Sub-Adviser
as sub-adviser for the Portfolio and approving the
form of this Agreement;
(e) A list of affiliated brokers and underwriters of
the Fund for compliance with applicable provisions
of the 1940 Act; and
(f) A list of affiliated issuers of the Fund and/or
the Adviser restricted from purchase by the
Portfolio.
(g) Policies, procedures or instructions adopted or
approved by the Board of Directors of the Fund
relating to obligations and services to be provided
by the Sub-Adviser.
NOW, THEREFORE, in consideration of the premises and the
terms and conditions hereinafter set forth, the parties agree
as follows:
1. Appointment of Sub-Adviser.
Subject to the direction and control of the Board of
Directors of the Fund and the Adviser, the Sub-Adviser shall
provide the services described in Section 2 below for
investment and reinvestment of the securities and other
assets of the Portfolio or Segment for the period and on the
terms hereinafter set forth. The Sub-Adviser agrees to
furnish the services hereinafter set forth for the
compensation herein provided. The Sub-Adviser shall for all
purposes herein be deemed to be an independent contractor and
shall, except as expressly provided or authorized herein,
have no authority to act for or represent the Fund or the
Adviser in any way or otherwise be deemed an agent of the
Fund or the Adviser.
2. Obligations of and Services to be Provided by the Sub-
Adviser.
The Sub-Adviser will:
(a) Provide investment advisory services, including but
not limited to portfolio securities selection,
research, advice and supervision for the Portfolio
or Segment.
(b) Implement the approved investment program for the
Portfolio or Segment by placing orders for the
purchase and sale of securities in its discretion
and without prior consultation with the Adviser,
subject always to the provisions of the 1940 Act
and the Fund's Registration Statement, Articles of
Incorporation and By-Laws, as then in effect;
provided however, that current copies of all such
documents shall have been provided to Sub-Adviser.
(c) Instruct the Portfolio's custodian to deliver for
cash received, securities or other cash and/or
securities instruments sold, exchanged, redeemed or
otherwise disposed of from the Portfolio, and to
pay cash for securities or other cash and/or
securities instruments delivered to the custodian
and/or credited to the Portfolio upon acquisition
of the same for the Portfolio;
(d) Maintain, as applicable to the Sub-Adviser's
investment advisory services obligations,
compliance with the 1940 Act and the regulations
adopted by the Securities and Exchange Commission
thereunder and the Portfolio or Segment investment
objective, strategies and restrictions as stated in
the Portfolio's prospectus and statement of
additional information subject to receipt of such
additional information as may be required from the
Adviser and provided in accordance with
Section 14(d) of this Agreement.
(e) Report on the activities in the performance of its
duties and obligations under this Agreement to the
Board of Directors of the Fund at such times and in
such detail as the Board of Directors may
reasonably request in order to enable it to
determine that the investment policies, procedures
and approved investment program of the Portfolio or
Segment are being observed. The Sub-Adviser will
also keep the Board of Directors informed of
important developments affecting the Fund, the
Portfolio and the Sub-Adviser, and on its own
initiative will furnish the Adviser and the Board
of Directors from time-to-time with such
information as the Sub-Adviser may believe
appropriate, whether concerning the individual
companies whose securities are held by the
Portfolio, the industries in which they engage, or
the economic, social or political conditions
prevailing in each country in which the Portfolio
maintains investments.
(f) Furnish, at its own expense, (i) all necessary
investment and management facilities, including
salaries of clerical and other personnel required
for it to execute its duties hereunder, and
(ii) administrative facilities, including
bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the
investment advisory affairs of the Portfolio or
Segment.
(g) Open accounts with broker-dealers and futures
commission merchants ("broker-dealers"), select
broker-dealers to effect all transactions for the
Portfolio or Segment, place all necessary orders
with broker-dealers or issuers (including
affiliated broker-dealers), and negotiate
commissions, if applicable. To the extent
consistent with applicable law and the investment
objective and policies of the Portfolio, purchase
or sell orders for the Portfolio or Segment may be
aggregated with contemporaneous purchase or sell
orders of other clients of the Sub-Adviser. In
such event, allocation of securities so sold or
purchased, as well as the expenses incurred in the
transaction, will be made by the Sub-Adviser in the
manner the Sub-Adviser considers to be the most
equitable and consistent with its fiduciary
obligations to the Portfolio and to other clients.
The Sub-Adviser will seek to obtain best execution
of transactions for the Portfolio or Segment at
prices which are advantageous to the Portfolio or
Segment and at commission rates that are reasonable
in relation to the benefits received. The Sub-
Adviser may select brokers or dealers on the basis
that they provide brokerage, research or other
services or products to the Sub-Adviser. To the
extent consistent with Section 28(e) of the
Securities Exchange Act of 1934, the Sub-Adviser
may pay a broker or dealer an amount of commission
for effecting a securities transaction in excess of
the amount of commission or dealer spread another
broker or dealer would have charged for effecting
that transaction if the Sub-Adviser determines in
good faith that such amount of commission is
reasonable in relation to the value of the
brokerage and research products and/or services
provided by such broker or dealer. This
determination, with respect to brokerage and
research products and/or services, may be viewed in
terms of either that particular transaction or the
overall responsibilities which the Sub-Adviser and
its affiliates have with respect to the Portfolio
or Segment as well as to accounts over which they
exercise investment discretion.
With respect to any investments for the Portfolio
that are permitted to be made by the Sub-Adviser in
accordance with this Agreement and the investment
objective and policies of the Portfolio as outlined
in the Portfolio's prospectus and statement of
additional information, the Adviser hereby
authorizes and directs the Sub-Adviser to do and
perform every act and thing whatsoever necessary or
incidental in performing its duties and obligations
under this Agreement including, but not limited to,
executing as agent on behalf of the Portfolio, as
the case may be, such agreements and other
documentation as may be required for the purchase
or sale, assignment, transfer and ownership of any
permitted investment, including limited partnership
agreements, repurchase and derivatives master
agreements, including any schedules and annexes to
such agreements, releases, consents, elections and
confirmations. The Adviser acknowledges and
understands that it will be bound by any such
trading accounts established, and agreements and
other documentation executed, by the Sub-Adviser
for such investment purposes, and agrees to provide
the Sub-Adviser with tax information, governing
documents, legal opinions and other information
concerning the funds necessary to complete such
agreements and other documentation.
(h) Upon reasonable request, provide assistance and
recommendations for the determination of the fair
value of certain portfolio securities when reliable
market quotations are not readily available for
purposes of calculating net asset value in
accordance with procedures and methods established
by the Fund's Board of Directors.
(i) Maintain all accounts, books and records with
respect to the Portfolio or Segment as are required
pursuant to the 1940 Act and Advisers Act, and the
rules thereunder, and furnish the Fund and the
Adviser with such periodic and special reports as
the Fund or Adviser may reasonably request. In
compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby agrees
that all records that it maintains for the
Portfolio or Segment are the property of the Fund,
agrees to preserve for the periods set forth in
Rule 31a-2 under the 1940 Act any records that it
maintains for the Portfolio or Segment and that are
required to be maintained by Rule 31a-1 under the
1940 Act, and further agrees to surrender promptly
to the Fund any records that it maintains for the
Portfolio or Segment upon request by the Fund or
the Adviser. The Sub-Adviser has no responsibility
for the maintenance of Fund records except insofar
as is directly related to the services the Sub-
Adviser provides to the Portfolio or Segment.
(j) Observe and comply with Rule 17j-1 under the 1940
Act and the Sub-Adviser's Code of Ethics adopted
pursuant to such Rule 17j-1 and Rule 204A-1 under
the Advisers Act as the same may be amended from
time to time. The Adviser acknowledges receipt of
a copy of Sub-Adviser's current Code of Ethics.
Sub-Adviser shall promptly forward to the Adviser a
copy of any material amendment to the Sub-Adviser's
Code of Ethics along with certification that the
Sub-Adviser has implemented procedures for
administering the Sub-Adviser's Code of Ethics.
(k) From time to time as the Adviser or the Fund may
reasonably request, furnish the requesting party
reports on portfolio transactions and reports on
investments held by the Portfolio or Segment, all
in such detail as the Adviser or the Fund may
reasonably request. The Sub-Adviser will make
available, upon the reasonable request of the Fund
or the Adviser, its officers and employees to meet
with the Adviser's Board of Directors at the
Adviser's principal place of business on reasonable
notice to review the investments of the Portfolio
or Segment.
(l) Upon request by the Adviser, provide such
information as may be required for the Fund or the
Adviser to comply with their respective obligations
under applicable laws, including, without
limitation, the Internal Revenue Code of 1986, as
amended (the "Code"), the 1940 Act, the Advisers
Act, the Securities Act of 1933, as amended (the
"Securities Act"), and any state securities laws,
and any rule or regulation thereunder.
(m) Provide a copy of the Sub-Adviser's Form ADV and
any material amendments thereto as soon as
reasonably possible after the filing of such
documents with the Securities and Exchange
Commission or other regulatory agency.
(n) The Adviser and the Fund agree and understand that
the Sub-Adviser is not responsible to act for the
Portfolio in any legal proceedings, including the
filing of claims relating to portfolio securities
in bankruptcies or class actions, involving
securities held or previously held by the Portfolio
or Segment or the issuers of such securities;
provided that the Sub-Adviser shall advise and
consult with the Adviser with respect to any such
proceedings of which the Sub-Adviser becomes aware.
The Adviser and the Fund agree and understand that
the Sub-Adviser is not responsible to vote or give
any advice about how to vote proxies for securities
held by the Portfolio or Segment; however, the Sub-
Adviser shall be responsible for advising on
corporate actions, such as mergers and tender
offers, involving portfolio securities held by the
Portfolio or Segment.
(o) In carrying out its obligations under this
Agreement, the Sub-Adviser shall at all times
comply with:
(i) all applicable provisions of the 1940 Act and
the Advisers Act, and all rules and regulations
adopted thereunder;
(ii) the provisions of the Registration Statement
of the Fund, as it may be amended from time-to-
time, under the 1940 Act;
(iii) the provisions of the Articles of
Incorporation of the Fund, as they may be amended
from time-to-time;
(iv) the provisions of the By-laws of the Fund, as
they may be amended from time-to-time, or
resolutions of the Board of Directors as may be
adopted from time-to-time;
(v) the provisions of the Internal Revenue Code of
1986, as amended, applicable to the Fund or the
Portfolio; and
(vi) any other applicable provisions of federal or
state law.
(p) As in the case with respect to the Adviser under
the Investment Advisory Agreement, any investment
activities undertaken by the Sub-Adviser relating
to the Portfolio shall at times be subject to the
direction and control of the Fund's Board of
Directors as well as the Adviser.
3. Compensation.
As full compensation for all services rendered and
obligations assumed by the Sub-Adviser hereunder with
respect to the Portfolio or Segment, the Adviser shall pay
the compensation specified in Appendix A to this Agreement.
The Sub-Adviser acknowledges and agrees that the Adviser
shall be solely responsible for the fees of the Sub-Adviser
for its services hereunder, and the Sub-Adviser shall have
no claim against the Fund or the Portfolio with respect to
its compensation under this Agreement.
4. Liability of Sub-Adviser.
(a) Neither the Sub-Adviser nor any of its directors,
officers, employees, agents or affiliates shall be
liable to the Adviser, the Portfolio or its
shareholders for any loss suffered by the Adviser
or the Portfolio resulting from any error of
judgment or mistake of law made in the good faith
exercise of the Sub-Adviser's investment discretion
in connection with selecting investments for the
Portfolio or Segment or as a result of the failure
by the Adviser or any of its affiliates to comply
with the terms of this Agreement except for losses
resulting from willful misfeasance, bad faith or
gross negligence of, or from reckless disregard of,
the duties of the Sub-Adviser or any of its
directors, officers, employees, agents, or
affiliates. Notwithstanding the foregoing, Sub-
Adviser shall not be liable for actions taken or
non-actions with respect to the performance of
services under this Agreement based upon
information, instructions or requests given or made
to Sub-Adviser by the Adviser or information
provided by any of the Portfolio's custodian,
administrator or fund accountant. The Adviser
shall be responsible at all times for supervising
Sub-Adviser, and this Agreement does not in any way
limit the duties and responsibilities that the
Adviser has agreed to under the Advisory Agreement
and applicable laws.
(b) In no event will the Sub-Adviser have any
responsibility for any other portfolio of the Fund,
for any portion of the Portfolio not managed by the
Sub-Adviser or for the acts or omissions of the
Adviser or any other sub-adviser to the Fund or
Portfolio. In particular, in the event the Sub-
Adviser shall manage only a Segment, the Sub-
Adviser shall have no responsibility for the
Portfolio's being in violation of any applicable
law or regulation or investment policy or
restriction applicable to the Portfolio as a whole
or for the Portfolio's failing to qualify as a
regulated investment company under the Code, if the
securities and other holdings of the Segment
managed by the Sub-Adviser are such that the
Segment would not be in such violation or fail to
so qualify if the Segment were deemed a separate
series of the Fund or a separate "regulated
investment company" under the Code. Nothing in
this Section shall be deemed a limitation or waiver
of any obligation or duty that may not by law be
limited or waived.
5. Indemnification by the Sub-Adviser.
The Adviser shall not be responsible for, and the Sub-Adviser
shall indemnify and hold the Fund, the Adviser and the
Portfolio harmless from and against, any and all losses,
damages, costs, charges, counsel fees, payments, expenses and
liability arising out of or attributable to the willful
misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties of the Sub-Adviser
hereunder or any of its officers, directors, employees or
agents; provided, however, that in no case is the Sub-
Adviser's indemnity in favor of the Adviser, the Fund or the
Portfolio deemed to protect such person against any liability
to which any such person would otherwise be subject by reason
of willful misconduct, bad faith or gross negligence in the
performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
6. Indemnification by the Fund and the Adviser.
In the absence of willful misfeasance, bad faith, gross
negligence or reckless disregard of duties hereunder on the
part of the Sub-Adviser or its affiliates or any of their
respective officers, directors, employees or agents ("Sub-
Adviser Indemnitees"), the Fund and the Adviser, severally
and not jointly, hereby agree to indemnify and hold harmless
the Sub-Adviser Indemnitees against all claims, actions,
suits or proceedings at law or in equity whether brought by a
private party or a governmental department, commission,
board, bureau, agency or instrumentality of any kind, arising
from the advertising, solicitation, sale, purchase or pledge
of securities, whether of the Portfolio or other securities,
undertaken by the Portfolio, its officers, directors,
employees or affiliates, resulting from any violations of the
securities laws, rules, regulations, statutes and codes,
whether federal or of any state, by the Portfolio, its
officers, directors, employees or affiliates. Federal and
state securities laws impose liabilities under certain
circumstances on persons who act in good faith, and nothing
herein shall constitute a waiver or limitation of any rights
which the Fund or the Adviser may have and which may not be
waived under applicable federal and state securities laws;
provided, however, that in no case is the Fund's or the
Adviser's indemnity in favor of the Sub-Adviser Indemnitees
deemed to protect such person against any liability to which
any such person would otherwise be subject by reason of
willful misconduct, bad faith or gross negligence in the
performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
7. Supplemental Arrangements.
The Sub-Adviser may enter into arrangements with other
persons affiliated with the Sub-Adviser or with unaffiliated
third parties to better enable the Sub-Adviser to fulfill its
obligations under this Agreement for the provision of certain
personnel and facilities to the Sub-Adviser, the cost of such
arrangements to be borne solely by the Sub-Adviser, subject
where required by applicable law, to approval of the Board of
Directors of the Fund.
8. Regulation.
The Sub-Adviser shall submit to all regulatory and
administrative bodies having jurisdiction over the services
provided pursuant to this Agreement any information, reports
or other material that any such body may request or require
pursuant to applicable laws and regulations.
The Fund acknowledges that the Sub-Adviser intends to treat
the Fund as a "professional client" as defined by the United
Kingdom Financial Services Authority. The Fund hereby
confirms that it has received and understands the Sub-
Adviser's order execution policy and agrees to such policy.
The Fund further understands and agrees that the Sub-Adviser
may trade outside a regulated market or multi-lateral trading
facility with respect to the Portfolio.
9. Duration and Termination of This Agreement.
(a) This Agreement shall become effective on the latest
of (i) the date of its execution, (ii) the date of
its approval by a majority of the Board of
Directors of the Fund, including approval by the
vote of a majority of the Board of Directors of the
Fund who are not interested persons of the Adviser,
the Sub-Adviser, or the Fund, cast in person at a
meeting called for the purpose of voting on such
approval or (iii) if required by the 1940 Act, the
date of its approval by a majority of the
outstanding voting securities of the Portfolio. It
shall continue in effect for an initial term of
two years and thereafter from year to year
provided that the continuance is specifically
approved at least annually either by the Board of
Directors of the Fund or by a vote of a majority
of the outstanding voting securities of the
Portfolio and in either event by a vote of a
majority of the Board of Directors of the Fund who
are not interested persons of the Adviser, the
Sub-Adviser or the Fund, cast in person at a
meeting called for the purpose of voting on such
approval.
(b) If the shareholders of the Portfolio fail to
approve the Agreement or any continuance of the
Agreement in accordance with the requirements of
the 1940 Act, the Sub-Adviser will continue to act
as Sub-Adviser with respect to the Portfolio or
Segment pending the required approval of the
Agreement or its continuance or of any contract
with the Sub-Adviser or a different manager or sub-
adviser or other definitive action; provided, that
the compensation received by the Sub-Adviser in
respect to the Portfolio or Segment during such
period is in compliance with Rule 15a-4 under the
1940 Act.
(c) This Agreement may be terminated at any time
without the payment of any penalty by the Board of
Directors of the Fund or by the Sub-Adviser, or the
Adviser or by vote of a majority of the outstanding
voting securities of the Portfolio on sixty days
written notice. This Agreement shall automatically
terminate in the event of its assignment. In
interpreting the provisions of this Section 9, the
definitions contained in Section 2(a) of the 1940
Act (particularly the definitions of "interested
person," "assignment" and "voting security") shall
be applied.
10. Trade Settlement At Termination.
Termination will be without prejudice to the completion of
any transaction already initiated. On, or after, the
effective date of termination, the Sub-Adviser shall be
entitled, without prior notice to the Adviser or the
Portfolio, to direct the Custodian to retain and/or realize
any assets of the Portfolio as may be required to settle
transactions already initiated, and to pay any outstanding
liabilities of the Sub-Adviser. Following the date of
effective termination, any new transactions will only be
executed by mutual agreement between the Adviser and the
Sub-Adviser.
11. Amendment of this Agreement.
No provision of this Agreement may be changed, waived,
discharged or terminated orally, but only by an instrument
in writing signed by the party against which enforcement of
the change, waiver, discharge or termination is sought. No
material amendment of this Agreement shall be effective
until approved, if required by the 1940 Act or the rules,
regulations, interpretations or orders issued thereunder, by
vote of the holders of a majority of the outstanding voting
securities of the Portfolio and by vote of a majority of the
Board of Directors of the Fund who are not interested
persons of the Adviser, the Sub-Adviser, or the Fund cast in
person at a meeting called for the purpose of voting on such
approval. Prior to the execution of any amendment, Adviser
shall notify Sub-Adviser if any such approval is required.
12. Services to Other Clients.
The services furnished by the Sub-Adviser hereunder are
deemed not to be exclusive, and the Sub-Adviser shall be free
to furnish similar services to others. The Adviser
understands, and has advised the Fund's Board of Directors,
that the Sub-Adviser now acts, and may in the future act, as
an investment adviser to fiduciary and other managed
accounts, and as investment adviser, sub-investment adviser,
and/or administrator to other investment companies. The
Adviser has no objection to the Sub-Adviser's acting in such
capacities, provided that whenever the purchase or sale of
securities or other investments of the same issuer may be
deemed by the Sub-Adviser to be suitable for two or more
investment companies or accounts managed by the Sub-Adviser,
the available securities or investments will be allocated in
a manner believed by the Sub-Adviser to be equitable to each
of them. It is recognized and acknowledged by the Adviser
that in some cases this procedure may adversely affect the
price paid or received by the Portfolio or the size of the
position obtained for or disposed of by the Portfolio. In
addition, the Adviser understands, and has advised the Fund's
Board of Directors, that the persons employed by the Sub-
Adviser to assist in the Sub-Adviser's duties under this
Agreement will not devote their full time to such service and
nothing contained in this Agreement will be deemed to limit
or restrict the right of the Sub-Adviser or any of its
affiliates to engage in and devote time and attention to
other businesses or to render services of whatever kind or
nature.
13. Disclosure.
(a) None of the Adviser, the Portfolio or the Sub-
Adviser shall disclose information of a
confidential nature acquired in connection with
this Agreement, except for information that they
may be entitled or bound to disclose by law or
regulation or which is disclosed to their advisers
where reasonably necessary for the performance of
their professional services or, in the case of the
Sub-Adviser, to persons retained as permitted in
accordance with Section 7 above to the extent
reasonably necessary for the performance of the
Sub-Adviser's services hereunder and provided such
persons are bound by confidentiality obligations at
least as stringent as the foregoing. The Sub-
Adviser shall also comply with the Fund's policies
with respect to disclosure of portfolio holdings.
(b) Notwithstanding the provisions of 13(a) above, to
the extent that any market counterparty with whom
the Sub-Adviser deals requires information relating
to the Portfolio or Segment (including, but not
limited to, the identity of the Adviser or the
Portfolio and market value of the Portfolio or
Segment), the Sub-Adviser shall be permitted to
disclose such information to the extent necessary
to effect transactions on behalf of the Portfolio
or Segment in accordance with the terms of this
Agreement.
14. General Provisions.
(a) Each party agrees to perform such further acts and
execute such further documents as are necessary to
effectuate the purposes hereof. This Agreement
shall be construed and enforced in accordance with
and governed by the laws of the State of New York.
The captions in this Agreement are included for
convenience only and in no way define or delimit
any of the provisions hereof or otherwise affect
their construction or effect.
(b) Any notice under this Agreement shall be in
writing, addressed and delivered or mailed postage
pre-paid to the other party at such address as such
other party may designate for the receipt of such
notices. Until further notice to the other party,
it is agreed that the address of the Adviser for
this purpose shall be Bessemer Investment
Management LLC, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel, and the
address of the Sub-Adviser shall be ▇. ▇▇▇▇ Price
International, Inc., ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
(c) The Sub-Adviser will promptly notify the Adviser in
writing of the occurrence of any of the following
events unless prohibited by applicable law:
(i) the Sub-Adviser fails to be registered as an
investment adviser under the Advisers Act or under
the laws of any jurisdiction in which the Sub-
Adviser is required to be registered as an
investment adviser in order to perform its
obligations under this Agreement.
(ii) the Sub-Adviser is served or otherwise
receives notice of any action, suit, proceeding,
inquiry or investigation, at law or in equity,
before or by any court, public board or body,
involving the affairs of the Portfolio unless
subject to confidentiality by order of a court or
similar authority.
(d) The Adviser shall provide (or cause the Portfolio's
custodian to provide) timely information to the
Sub-Adviser regarding such matters as the
composition of the assets of the Portfolio or
Segment, cash requirements and cash available for
investment in the Portfolio Segment, and all other
reasonable information as may be necessary for the
Sub-Adviser to perform its duties and
responsibilities hereunder.
(e) This Agreement contains the entire understanding
and agreement of the parties.
(f) The Sub-Adviser acknowledges that nonpublic
customer information (as defined in Regulation S-P,
including any amendments thereto) of customers of
the Fund or the Portfolio received from the Adviser
is subject to the limitations on redisclosure and
reuse set forth in Section 248.11 of Regulation S-
P, and agrees that such information: (i) shall not
be disclosed to any third party for any purpose
(other than for the purpose of providing the
services contemplated by this Agreement) without
the written consent of the Adviser and/or the Fund
unless permitted by exceptions set forth in
Sections 248.14 or 248.15 of Regulation S-P; and
(ii) shall be safeguarded pursuant to procedures
adopted under Section 248.30 of Regulation S-P.
(g) The Fund and the Adviser understand and agree that
the Sub-Adviser, as part of its duties hereunder,
is not responsible for determining whether or not
the Portfolio is suitable and an appropriate
investment for the clients who invest in such.
(h) During the term of this Agreement, the Fund and the
Adviser agree to furnish to the Sub-Adviser at its
principal office, prior to use thereof for the
prior review and approval of the Sub-Adviser, which
approval shall not be unreasonably withheld, all
prospectuses, proxy statements, reports to
stockholders, sales literature or other material
prepared for distribution to sales personnel,
shareholders of the Portfolio or the public, which
refer to the Sub-Adviser or its clients in any way
and to consult with the Sub-Adviser regarding such
materials to the extent of any references to the
Sub-Adviser. Sales literature may be furnished to
the Sub-Adviser hereunder by first-class or
overnight mail, facsimile transmission equipment or
hand delivery to ▇. ▇▇▇▇ Price International, Inc.,
▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇.
(i) During the term of this Agreement, the Sub-Adviser
agrees that all marketing, advertising or
promotional material or other client information
that makes reference to the Fund, the Portfolio,
the Adviser or the services being provided pursuant
to this Agreement shall be expressly subject to the
prior review and approval by the Adviser. Without
limiting the generality of the foregoing, no
reference to Old Westbury Funds or the Adviser
shall be included in any such marketing,
advertising or promotional material or other client
information or communication without the Adviser's
express prior written consent.
(j) It is understood that the name "▇. ▇▇▇▇ Price
International, Inc." or any derivative thereof or
▇▇▇▇ and/or logo associated with such name is the
valuable property of the Sub-Adviser and its
affiliates and that the Adviser and/or the Fund do
not have the right to use such name (or derivative
or logo) in offering materials distributed to third
parties including the Portfolio's shareholders,
without the prior review and approval of the Sub-
Adviser, which approval shall not be unreasonably
withheld. Upon termination of this Agreement, the
Adviser, the Fund and the Portfolio, shall, to the
extent applicable and as soon as is reasonably
possible, cease to use such name, ▇▇▇▇, derivative
and/or logo.
15. Release.
The names "Old Westbury Funds, Inc." and "Directors of Old
Westbury Funds, Inc." refer respectively to the Fund created
by the Articles of Incorporation and the Directors, as
directors but not individually or personally. The
obligations of "Old Westbury Funds, Inc." entered into in
the name or on behalf thereof by any of the Directors,
representatives or agents are made not individually, but in
such capacities, and are not binding upon any of the
Directors, shareholders, or representatives of the Fund
personally, but bind only assets of the Portfolio, and all
persons dealing with the Portfolio of the Fund must look
solely to the assets of such Portfolio for the enforcement
of any claims.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
OLD WESTBURY FUNDS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
BESSEMER INVESTMENT MANAGEMENT LLC
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇ ▇. ▇▇▇▇▇
President
▇. ▇▇▇▇ PRICE INTERNATIONAL, INC.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
Vice President
[PAGE BREAK]
APPENDIX A
SUB-ADVISORY FEES
The Adviser will pay the Sub-Adviser, as full compensation
for all services provided under this Agreement, an annual fee
computed at the following annual rates of the Portfolio's or
Segment's average daily net assets:
The Sub-Adviser's fee shall be accrued for each calendar day
and the sum of the daily fee accruals shall be paid monthly
in arrears to the Sub-Adviser on or before the tenth business
day of the next succeeding calendar month. The daily fee
accruals will be computed by multiplying the fraction of one
over the number of calendar days in the year by the
applicable annual rate set forth in the schedule above and
multiplying this product by the net assets of the Portfolio
or Segment, as determined in accordance with the Portfolio's
prospectus and statement of additional information as of the
close of business on the previous business day on which the
Portfolio was open for business. For each monthly fee
payment, the Adviser will provide the Sub-Adviser with a
worksheet accompanying payment of the sub-advisory fee that
sets forth the computation of such sub-advisory fee.
If this Agreement becomes effective or terminates before the
end of any month, the sub-advisory fee (if any) for the
period from the effective date to the end of such month or
from the beginning of such month to the date of termination,
as the case may be, shall be prorated according to the
proportion which such period bears to the full month in which
such effectiveness or termination occurs.
