Exhibit 15.2.1 under Form N-1A
Exhibit 1 under Item 601/Reg. S-K
EXHIBIT B
DISTRIBUTION AGREEMENT
OLD WESTBURY FUNDS, INC.
OLD WESTBURY GROWTH OPPORTUNITY 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 October 12, 1993
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 2nd day of December, 1996.
ATTEST: OLD WESTBURY FUNDS, INC.
/s/ C. Xxxxx Xxxxxxxx By:/s/ Xxxxxx X. Xxxxxxxx
Secretary President
ATTEST: EDGEWOOD SERVICES, INC.
/s/ S. Xxxxxxx Xxxxx By:/s/ Xxxxxx Xxxxxx
Secretary Vice President
