OLD WESTBURY FUNDS, INC.
Old Westbury Global Opportunities Fund
SUB-ADVISORY AGREEMENT
This SUB-ADVISORY AGREEMENT ("Agreement") executed as of
September 25, 2009, by and among OLD WESTBURY FUNDS, INC.
(the "Corporation"), on behalf of Old Westbury Global
Opportunities Fund (the "Fund"), BESSEMER INVESTMENT
MANAGEMENT LLC (the "Adviser"), and BLACKROCK FINANCIAL
MANAGEMENT, INC. (the "Sub-Adviser"),
W I T N E S S E T H:
WHEREAS, the Corporation is an open-end management
investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act") and offers seven
series of portfolios, one of which is the Fund; and
WHEREAS, the Adviser and the Sub-Adviser are registered
as investment advisers under the Investment Advisers Act of
1940, as amended (the "Advisers Act"); and
WHEREAS, the Adviser and the Corporation have entered
into an investment advisory agreement (the "Investment
Advisory Agreement"), pursuant to which the Adviser serves as
investment manager of the Fund and may delegate certain
investment management duties to one or more sub-adviser(s);
and
WHEREAS, the Adviser, with the approval of the Board of
Directors of the Corporation (the "Board"), including a
majority of the Directors who are not "interested persons"
(defined herein) of any party to this Agreement, desires to
delegate to the Sub-Adviser the duty to manage a portion of
the assets of the Fund as designated by the Adviser from time
to time (the "Segment");
NOW, THEREFORE, in consideration of the promises and
mutual covenants herein contained, it is agreed among the
parties hereto as follows:
1. Appointment of Sub-Adviser. The Adviser hereby
appoints the Sub-Adviser and the Sub-Adviser hereby agrees to
provide the services described in Section 2 below for
investment and reinvestment of the securities and other
assets of the Segment for the period and on the terms
hereinafter set forth, subject to the terms of this Agreement
and subject to the direction, control and supervision of the
Adviser and the Board.
2. Services of Sub-Adviser.
(a) The Sub-Adviser shall perform the following
services on behalf of the Fund:
(i) provide investment advisory services,
including but not limited to portfolio
securities selection, research, advice and
supervision for the Segment;
(ii) manage the investment and reinvestment of all
assets, now or hereafter a part of the
Segment, including placing orders for the
purchase and sale of securities and other
assets in its discretion and without prior
consultation with the Adviser, subject, in all
cases, to (A) the Fund's investment objective,
strategies, and restrictions as stated in the
Fund's prospectus and statement of additional
information, as both may be amended from time
to time, hereinafter referred to as the
"Approved Investment Program," and (B) the
provisions of the 1940 Act and rules and
regulations thereunder;
(iii) instruct the Fund's custodian to deliver
for cash received securities or other cash
and/or securities instruments sold, exchanged,
redeemed or otherwise disposed of from the
Segment, and to pay cash for securities or
other cash and/or securities instruments
delivered to the custodian and/or credited to
the Segment upon acquisition of the same for
the Segment;
(iv) report on the activities in the performance of
its duties and obligations under this
Agreement to the Board at such times and in
such detail as the Board may reasonably
request, and keep the Board and the Adviser
informed of important developments affecting
the Segment, and on its own initiative furnish
the Adviser and the Board from time-to-time
with such information as the Sub-Adviser may
believe appropriate;
(v) furnish, at its own expense, (A) all necessary
investment and management facilities,
including compensation of personnel required
for it to execute its duties hereunder, and
(B) administrative facilities, including
bookkeeping, clerical personnel and equipment
necessary for the efficient conduct of the
investment advisory duties of the Sub-Adviser
related to the Segment; and
(vi) provide upon reasonable request assistance for
the determination of the fair value of certain
securities held as part of the Segment when
reliable market quotations are not readily
available, including, for any such security,
the provision of the same daily price
information that the Sub-Adviser relies upon
for its managed accounts.
(b) In connection with the performance of its
services hereunder, the Sub-Adviser shall:
(i) open accounts with broker-dealers
(collectively, "Broker-Dealers"), select
Broker-Dealers to effect all transactions for
the Segment, place all necessary orders with
Broker-Dealers or issuers, and negotiate
commissions, if applicable;
(ii) aggregate purchase or sell orders for the
Segment with contemporaneous purchase or sell
orders of its other clients to the extent
consistent with applicable law and the
Approved Investment Program; provided that 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 applicable law and regulations
and its fiduciary obligations to the Fund; and
(iii) obtain best execution of transactions for
the Segment at prices which are advantageous
to the Segment and at commission rates that
are reasonable in relation to the benefits
received.
To the extent consistent with Section 28(e) of the Securities
Exchange Act of 1934, the Sub-Adviser may pay a Broker-Dealer
an amount of commission for effecting a securities
transaction in excess of the amount of commission another
Broker-Dealer would have charged for effecting such
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-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 has
with respect to the Segment, as well as to other accounts
over which the Sub-Adviser exercises investment discretion.
(c) With respect to any investments for the Fund
that are permitted to be made by the Sub-Adviser in
accordance with this Agreement and the Approved Investment
Program, the Sub-Adviser shall do and perform every act and
thing it deems to be necessary or incidental in performing
its duties and obligations under this Agreement including,
but not limited to, executing as agent on behalf of the Fund,
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 investment permitted pursuant
to the Approved Investment Program, including, but not
limited to, limited partnership agreements, future and option
contracts, repurchase and derivatives agreements, including
any schedules and annexes to such agreements, releases,
consents, elections and confirmations. The Corporation will
provide the Sub-Adviser with tax information, governing
documents, legal opinions and other information concerning
the Corporation necessary to complete trading account
agreements and other documentation.
3. Responsibilities of Sub-Adviser.
(a) In carrying out its obligations under this
Agreement, the Sub-Adviser agrees to:
(i) comply with (A) the Approved Investment
Program; (B) all applicable provisions of the
1940 Act and the Advisers Act, and the rules,
regulations and interpretive positions adopted
or issued thereunder; (C) provisions of the
Corporation's Articles of Incorporation, as
they may be amended from time-to-time (the
"Charter"); (D) provisions of the
Corporation's Bylaws, as they may be amended
from time-to-time, and resolutions of the
Board as may be adopted from time-to-time; (E)
provisions of the Internal Revenue Code of
1986, as amended (the "Code"), applicable to
the Corporation or the Fund; and (F) any other
applicable provisions of federal or state law;
(ii) furnish the Corporation and the Adviser with
such periodic and special reports as the
Corporation or Adviser may reasonably request;
(iii) maintain all accounts, books and records with
respect to the Segment as are required
pursuant to the 1940 Act and Advisers Act, and
the rules thereunder; provided that in
compliance with the requirements of Rule 31a-3
under the 1940 Act, the Sub-Adviser hereby
agrees that all records that it maintains with
respect to the Segment are the property of the
Corporation, agrees to preserve for the
periods set forth in Rule 31a-2 under the 1940
Act any records that it maintains for the
Segment and that are required to be maintained
by Rule 31a-1 under the 1940 Act, and further
agrees to surrender promptly to the
Corporation any records that it maintains for
the Segment upon request by the Corporation or
the Adviser;
(iv) 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 Sub-
Adviser agrees to forward promptly to the
Adviser a copy the Sub-Adviser's Code of
Ethics and any material amendment thereto
along with certifications that the Sub-Adviser
has implemented procedures for administering
the Sub-Adviser's Code of Ethics;
(v) promptly provide a current copy of the Sub-
Adviser's Form ADV and any amendments thereto;
(vi) supply information within its possession or
control to the Adviser, the Board or to the
Corporation's officers and other service
providers as the Adviser or the Board may
reasonably request from time to time or as may
be necessary or appropriate for the operation
of the Corporation as an open-end investment
company or as necessary to comply with Section
3(a) of this Agreement;
(vii) make available, upon the reasonable request of
the Adviser or the Corporation's officers, its
appropriate officers and employees to meet
with the Adviser at the Adviser's principal
place of business on reasonable notice to
review the investments of the Segment; and
(viii) furnish any and all other services, subject to
review by the Board, that the Adviser from
time to time reasonably determines to be
necessary to perform its obligations under the
Investment Advisory Agreement or as the Board
may reasonably request from time-to-time.
(b) The Fund may engage in transactions with
certain sub-advisers to the Corporation's funds (and their
affiliated persons) in reliance on exemptions under Rule 10f-
3, Rule 12d3-1, Rule 17a-10 and Rule 17e-1 under the 1940
Act. Accordingly, the Sub-Adviser agrees that it will not
consult with the Adviser or any other sub-adviser of the Fund
or any other fund of the Corporation concerning transactions
for other segments of the Fund and for other funds of the
Corporation in securities or other investments, other than
for purposes of complying with the conditions of Rule 12d3-
1(a) and (b). For purposes of the foregoing, the Sub-Adviser
shall be limited to providing investment advice only with
respect to the Segment.
(c) The Sub-Adviser is not responsible to act for
the Fund in any legal proceedings, including the filing of
claims relating to investments held or previously held as
part of the Segment in bankruptcies or class actions (the
"Litigation"); provided that upon reasonable request of the
Adviser, the Sub-Adviser shall be available to discuss with
the Adviser such Litigation.
(d) The Adviser and the Corporation agree and
understand that the Sub-Adviser is not responsible to vote or
give any advice about how to vote proxies for securities held
as part of the Segment; however, the Sub-Adviser agrees that
upon reasonable request from the Adviser it shall consult
with the Adviser on corporate actions, such as mergers and
tender offers, involving portfolio securities held in the
Segment.
4. Representations and Agreements.
(a) The Adviser (i) is registered as an investment
adviser under the Advisers Act and will continue to be so
registered for so long as this Agreement remains in effect;
(ii) is not prohibited by the 1940 Act or the Advisers Act
from performing the services contemplated by this Agreement;
(iii) has met, and will continue to meet for so long as this
Agreement remains in effect, all applicable federal or state
requirements, or the applicable requirements of any
regulatory or industry self-regulatory agency, necessary to
be met in order to perform the services contemplated by this
Agreement; (iv) has the authority to enter into and perform
the services contemplated by this Agreement; and (v) will
immediately notify the Sub-Adviser of the occurrence of any
event that either prevents the Adviser from serving as an
investment adviser of any investment company pursuant to
Section 9(a) of the 1940 Act or otherwise or disqualifies it
from serving in its designated capacities with respect to the
Fund.
(b) The Fund acknowledges that it has received a
copy of the Sub-Adviser Form ADV at least 48 hours prior to
the execution of this Agreement.
(c) The Fund represents that the Fund is
registered as an open-end management investment company under
the 1940 Act and that the Fund's shares are registered under
the Securities Act of 1933 and under any applicable state
securities laws.
(e) Adviser shall provide promptly to the Sub-
Adviser on an on-going basis copies of all amendments and
supplements to the current Prospectus and the Statement of
Additional Information of the Fund, and copies of any
amendments thereto.
(f) Adviser shall inform the Sub-Adviser of the
results of any audits or examinations by regulatory
authorities directly pertaining to the Sub-Adviser's
responsibilities for the Fund.
5. Receipt of Documents. The Sub-Adviser hereby
acknowledges receipt of each of (i) the Corporation's Charter
and Bylaws; (ii) the Fund's most recent prospectus and
statement of additional information (such prospectus together
with the related statement of additional information, as
presently in effect and all amendments and supplements
thereto, are herein called the "Registration Statement"); and
(iii) policies, procedures, guidelines or instructions
regarding the Fund that relate to obligations and services to
be provided by the Sub-Adviser.
6. Confidentiality of Information.
(a) None of the Adviser, the Fund, or the
Sub-Adviser shall disclose information of a confidential
nature acquired in connection with this Agreement, including
any non-public information about shareholders of the Fund or
the Fund, except for information that they may be entitled or
bound to disclose by law, regulation or court order, or which
is disclosed to their advisers where reasonably necessary for
the performance of their professional services. The Sub-
Adviser shall also comply with the Fund's policies with
respect to disclosure of portfolio holdings.
(b) Notwithstanding the provisions of Section
6(a), to the extent that any Broker-Dealer or counterparty
with whom the Sub-Adviser deals on behalf of the Segment
requires information relating to the Fund or Segment
(including, but not limited to, the identity of the Adviser
or the Fund and market value of the Fund or Segment), the
Sub-Adviser shall be permitted to disclose such information
to the extent necessary to effect transactions on behalf of
the Segment in accordance with the terms of this Agreement.
7. Compensation. As full compensation for all
services rendered and obligations assumed by the Sub-Adviser
hereunder with respect to the 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 Corporation or the Fund with respect to its
compensation under this Agreement.
8. Standard of Care and Liability of Sub-Adviser.
(a) The Sub-Adviser shall exercise its best
judgment and efforts in rendering the services under this
Agreement. Neither the Sub-Adviser nor any of its directors,
officers, employees, agents or affiliates shall be liable for
any losses suffered by the Adviser or the Fund resulting
from any error of judgment or mistake of law in connection
with the performance of its duties under this Agreement,
except for losses resulting (i) from a breach of fiduciary
duty or from willful misfeasance, bad faith, gross negligence
or reckless disregard of obligations and duties hereunder of
the Sub-Adviser or any of its officers, directors, members,
employees, agents or affiliates, or (ii) from any violations
of securities or any other applicable laws, rules,
regulations, statues and codes, whether federal or state, by
the Sub-Adviser or any of its officers, directors, members,
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 Fund's custodian,
administrator or fund accountant.
(b) In no event will the Sub-Adviser have any
responsibility for any portion of the Fund other than the
Segment, or for the acts or omissions of the Adviser or any
other sub-adviser to the Fund. In particular, the Sub-
Adviser shall have no responsibility for the Fund's being in
violation of any applicable law or regulation or investment
policy or restriction applicable to the Fund as a whole or
for the Fund'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
Corporation or a separate "regulated investment company"
under the Code. With respect to the Segment, the Sub-Adviser
shall take all necessary steps to ensure the Fund's ongoing
compliance with the Code, any applicable law or regulation or
investment policy or restriction applicable to the Fund.
Nothing in this Section 8 shall be deemed a limitation or
waiver of any obligation or duty that may not by law be
limited or waived.
9. Indemnification.
(a) In the absence of willful misfeasance, bad
faith, gross negligence or reckless disregard of duties
hereunder on the part of the Adviser, the Corporation, the
Fund, or their affiliates, or any of their respective
officers, directors, employees or agents, the Sub-Adviser
hereby agrees to indemnify and hold harmless the Corporation,
the Adviser, the Fund, their affiliates, and any of their
respective officers, directors, employees or agents 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 out of any violations of
the securities laws, rules, regulations, statutes and codes,
whether federal or of any state, by the Sub-Adviser, its
officers, directors, employees, agents, 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 Sub-Adviser may have and which may not be
waived under applicable federal and state securities laws.
(b) 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 out of any violations of the securities laws,
rules, regulations, statutes and codes, whether federal or of
any state, by the Adviser, the Fund, or their respective
officers, directors, employees, agents, 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.
10. 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.
11. Duration and Termination.
(a) This Agreement shall become effective on the
later of (i) the date of its execution, (ii) the date of its
approval by a majority of the Board, including approval by
the vote of a majority of the Board 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 Fund. 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 or by a vote of a majority
of the outstanding voting securities of the Fund and in
either event by a vote of a majority of the Board 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 Fund 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 Fund 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 Fund 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, or by the
Sub-Adviser, or the Adviser or by vote of a majority of the
outstanding voting securities of the Fund, on 60 days'
written notice. This Agreement shall automatically terminate
in the event of its assignment or the termination of the
Investment Advisory Agreement. In interpreting the
provisions of this Section 11, the definitions contained in
Section 2(a) of the 1940 Act (particularly the definitions of
"interested person," "assignment" and "voting security")
shall be applied.
12. 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 Fund, to direct the Custodian to
retain and/or realize any assets of the Fund as may be
required to settle transactions already initiated. Following
the date of effective termination, any new transactions will
only be executed by mutual agreement between the Adviser and
the Sub-Adviser.
13. Representations and Warranties. Each party to this
Agreement represents and warrants that the execution,
delivery and performance of its obligations under this
Agreement are within its powers, have been duly authorized by
all necessary actions and that this Agreement constitutes a
legal, valid and binding obligation enforceable against it in
accordance with its terms. The Sub-Adviser further
represents and warrants that it is duly registered as an
investment adviser under the Advisers Act and is qualified to
do business in every jurisdiction required for the
performance of its duties under this Agreement.
14. Amendment of this Agreement. No provision of this
Agreement may be changed, waived, discharged or terminated
orally, and may only be so changed, waived, discharged or
terminated 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 Fund and
by vote of a majority of the Board 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.
15. Services Not Exclusive. 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 so long as its provision of services under this
Agreement is not impaired thereby.
16. Notices.
(a) Any notice required under this Agreement shall
be in writing and shall be given (and shall be deemed to have
been duly given upon receipt) by delivery in person, by
telecopy (which is confirmed), by registered or certified
mail (postage prepaid, return receipt requested), or by
reputable overnight courier to the addresses set forth
herein, or to such other addresses as any party may hereafter
specify in writing to the other. 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, 000
Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: General
Counsel, and the address of the Sub-Adviser shall be 00 Xxxx
00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000 , Attention: General
Counsel. The address of the Corporation shall be: c/o PNC
Global Investment Servicing, Attention: Xxxxx Xxxxx, 000
Xxxxxxxx Xxxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000.
(b) The Sub-Adviser shall notify the Adviser and
the Corporation promptly in writing of the occurrence of any
event which could have a material impact on the performance
of its duties under this Agreement, including but not limited
to (i) the occurrence of any event which could disqualify the
Sub-Adviser from serving as an investment adviser pursuant to
Section 9 of the 1940 Act; (ii) any material change in the
Sub-Adviser's business activities; (iii) any material
amendments to the Sub-Adviser's registration on Form ADV;
(iv) any change in the Sub-Adviser's status as an investment
adviser registered under the Advisers Act; (v) any event that
would constitute a change in control of the Sub-Adviser; (vi)
any change in the portfolio manager(s) of the Segment; (vii)
the existence of any material pending or threatened audit,
investigation, examination, complaint or other inquiry (other
than routine audits or regulatory examinations or
inspections) relating to the Fund; and (viii) any material
violation of the Sub-Adviser's Code of Ethics.
17. Certain Limitations. The names "Old Westbury Funds
Inc." and "Directors of Old Westbury Funds, Inc." refer
respectively to the Corporation created by the Articles of
Incorporation and each of the Directors of the Corporation as
Directors. 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, agents, or
representatives personally, and bind only the Fund.
(a) Use of the Name "Old Westbury Funds". The
Sub-Adviser agrees that it will not use the name "Old
Westbury Funds", any derivative thereof, or the name of the
Adviser, the Corporation or the Fund except in accordance
with such policies and procedures as may be mutually agreed
to in writing. The Sub-Adviser further agrees that all
marketing, advertising, promotional material or other client
information or communication that makes reference to the
Corporation, the Fund, the Adviser or the services being
provided pursuant to this Agreement shall be expressly
subject to the prior review and written approval of the
Adviser. Without limiting the generality of the foregoing,
no reference to "Old Westbury Funds", the Fund, or the
Adviser shall be included in any such marketing, advertising
or promotional material, as well as other client information
or communication, without the Adviser's express prior written
consent.
(b) Marketing Materials. The Fund shall furnish
to the Sub-Adviser, prior to its use, each piece of
advertising, sales literature or other promotional material
in which the Sub-Adviser or any of its affiliates is named
for prior approval of the Sub-Adviser, which approval shall
not be unreasonably withheld. The Sub-Adviser agrees to
respond to any request for approval on a prompt and timely
basis.
(c) Use of the Name "BlackRock". It is
understood and hereby agreed that "BlackRock" and any
derivative or logo or trademark or service xxxx or trade
name, are the valuable property of the Sub-Adviser and its
affiliates for copyright and other purposes and may not be
used by the Adviser or its affiliates without Sub-Adviser's
prior written approval. The Adviser further agrees that, in
the event that the Sub-Adviser shall cease to act as an
investment adviser with respect to the investment of assets
allocated to the Fund, both the Adviser and the Fund shall
promptly take all necessary and appropriate action to change
their product names to names which do not include "BlackRock"
or any derivative or logo or trademark or service xxxx or
trade name, provided, however, that the Adviser and the Fund
may continue to use the word "BlackRock" or any derivative or
logo or trademark or service xxxx or trade name if the Sub-
Adviser consents specifically in writing to such use.
Notwithstanding the foregoing, either while the Sub-Adviser
acts as an investment adviser or after the Sub-Adviser ceases
to act as an investment adviser, the Adviser, the Fund, or
the Corporation may use the "Blackrock" name without written
approval of the Sub-Adviser if such usage is for the purpose
of meeting a disclosure obligation under laws, rules,
regulations, statutes and codes, whether state or federal.
18. Miscellaneous.
(a) This Agreement contains the entire
understanding of the parties hereto. Each provision of this
Agreement is intended to be severable. If any provision of
this Agreement shall be held or made invalid by a court
decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
(b) The Adviser acknowledges and agrees that the
Sub-Adviser makes no representation or warranty, express or
implied that any level of performance or investment results
will be achieved by the Fund or that the Fund will perform
comparably with any standard or index, including other
clients of the Sub-Adviser, whether public or private.
(c) For purposes of this Agreement references to
affiliates of the Sub-Adviser shall not include entities that
are not part of Blackrock, Inc.
19. Governing Law. This Agreement shall be governed
by, and construed in accordance with, New York law and
the federal securities laws, including the 1940 Act and
the Advisers Act.
20. Counterparts. This Agreement may be executed in
any number of counterparts, each of which shall be deemed an
original.
IN WITNESS WHEREOF, the parties hereto have caused this
instrument to be executed by their officers designated below
as of the day and year first above written.
OLD WESTBURY FUNDS, INC.
on behalf of the Fund
By: _______________________
Name:
Title:
BESSEMER INVESTMENT MANAGEMENT LLC
By:
_______________________________
Name:
Title:
BLACKROCK FINANCIAL MANAGEMENT, INC.
By:
_______________________________
Name:
Title:
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 based on the Segment's
average daily net assets:
First $200 million - 0.50%
Next $100 million - 0.45%
Next $100 million - 0.40%
Above $400 million - 0.35%
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 Segment, as
determined in accordance with the Fund's prospectus and
statement of additional information as of the close of
business on the previous business day on which the Fund 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 such effective date to the end of such month or
from the beginning of such month to the date of such
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.
