Exhibit 9 under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
OLD WESTBURY FUNDS, INC.
ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement is made as of this 2nd
day of December, 1996, between Old Westbury Funds, Inc., a Maryland
Corporation (herein called the `Fund''), and Federated
Administrative Services, a Delaware business trust (herein called
`FAS'').
WHEREAS, the Fund is a Maryland Corporation consisting of one or
more portfolios, which operates as an open-end management
investment company and will so register under the Investment
Company Act of 1940, as amended (the `1940 Act''); and
WHEREAS, the Fund desires to retain FAS as its Administrator to
provide it with Administrative Services (as herein defined), and
FAS is willing to render such services;
NOW, THEREFORE, in consideration of the premises and mutual
covenants set forth herein, the parties hereto agree as follows:
1. Appointment of Administrator. The Fund hereby appoints FAS as
Administrator of the Fund on the terms and conditions set forth in
this Agreement; and FAS hereby accepts such appointment and agrees
to perform the services and duties set forth in Section 2 of this
Agreement in consideration of the compensation provided for in
Section 5 hereof.
2. Services and Duties. As Administrator, and subject to the
supervision and control of the Fund's Board of Directors FAS, or
its delegatee, will provide facilities, equipment, and personnel
to carry out the following administrative services for operation
of the business and affairs of the Fund and each of its
portfolios:
(a) in conjunction with counsel for the Fund, prepare, file, and
maintain the Fund's governing documents and any amendments
thereto, including the Articles of Incorporation (which has
already been prepared and filed), the By-laws and minutes of
meetings of Directors and shareholders;
(b) in conjunction with counsel for the Fund, prepare and file
with the Securities and Exchange Commission and the
appropriate state securities authorities the registration
statements for the Fund and the Fund's shares and all
amendments thereto, reports to regulatory authorities and
shareholders, prospectuses, proxy statements, and such other
documents all as may be necessary to enable the Fund to make
a continuous offering of its shares;
(c) in conjunction with counsel for the Fund, prepare, negotiate,
and administer contracts on behalf of the Fund with, and
coordinate the activities of, among others, the Fund's
investment adviser, distributor, custodian, portfolio
accountant, transfer agent and independent accountants;
(d) supervise the Fund's portfolio accountant in the maintenance
of the Fund's general ledger and in the preparation of the
Fund's financial statements, including periodic (i) review
and evaluation of expense accruals; (ii) review, evaluation
and authorization of expense payments; (iii) projection of
future expenses; and (iv) periodic review of the
determination of the net asset value of the Fund and of the
declaration and payment of dividends and other distributions
to shareholders;
(e) calculate performance data of the Fund for dissemination to
information services covering the investment company
industry;
(f) prepare and file the Fund's tax returns;
(g) examine and review the operations of the Fund's custodian and
transfer agent;
(h) coordinate the layout and printing of publicly disseminated
prospectuses and reports;
(i) perform internal audit examinations in accordance with a
charter to be adopted by FAS and the Fund;
(j) assist with the design, development, and operation of the
Fund;
(k) provide individuals reasonably acceptable to the Fund's Board
of Directors for nomination, appointment, or election as
officers of the Fund, who will be responsible for the
management of certain of the Fund's affairs as determined by
the Fund's Board of Directors;
(l) consult with the Fund and its Board of Directors on matters
concerning the Fund and its affairs; and
(m) make periodic reports to the Fund's Board of Directors in the
performance of its obligations under this Agreement.
The foregoing, along with any additional services that FAS shall
agree in writing to perform for the Fund hereunder, shall
hereafter be referred to as "Administrative Services."
Administrative Services shall not include any duties, functions,
or services to be performed for the Fund by the Fund's investment
adviser, distributor, custodian, portfolio accountant, transfer
agent or independent accountants pursuant to their respective
agreements with the Fund.
3. Records. FAS shall create and maintain all necessary books and
records in accordance with all applicable laws, rules and
regulations, including but not limited to records required by the
1940 Act and the rules thereunder, as the same may be amended from
time to time, pertaining to the Administrative Services performed
by it and not otherwise created and maintained by another party
pursuant to contract with the Fund. Where applicable, such
records shall be maintained by FAS for the periods and in the
places required by Rule 31a-2 under the 1940 Act. The books and
records pertaining to the Fund which are in the possession of FAS
shall be the property of the Fund. The Fund, or the Fund's
authorized representatives, shall have access to such books and
records at all times during FAS's normal business hours. Upon the
reasonable request of the Fund, copies of any such books and
records shall be provided promptly by FAS to the Fund or the
Fund's authorized representatives.
4. Expenses. FAS shall be responsible for expenses incurred in
providing office space, equipment, and personnel as may be
necessary or convenient to provide the Administrative Services to
the Fund, including the compensation of FAS employees who serve as
Directors or officers of the Fund. The Fund shall be responsible
for all other expenses incurred by FAS on behalf of the Fund,
including without limitation postage and courier expenses,
printing expenses, travel expenses, registration fees, filing
fees, fees of outside counsel and independent accountants,
insurance premiums, fees payable to Directors who are not FAS
employees, and trade association dues.
5. Compensation. For the Administrative Services provided, the Fund
hereby agrees to pay and FAS hereby agrees to accept as full
compensation for its services rendered hereunder an administrative
fee at an annual rate per portfolio of the Fund's shares, payable
daily, as specified below:
Max. Admin. Average Daily Net Assets
Fee of the Fund
.15% on the first $250 million
.125% on the next $250 million
.100% on the next $250 million
.075% on assets in excess of $750 million
However, in no event shall the administrative fee received during
any year of this Agreement be less than, or be paid at a rate less
than would aggregate, $75,000, per portfolio.
6. Responsibility of Administrator.
(a) FAS shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Fund in connection
with the matters to which this Agreement relates, except a
loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or
from reckless disregard by it of its obligations and duties
under this Agreement. FAS shall be entitled to rely on and
may act upon advice of counsel (who may be counsel for the
Fund) on all matters, and shall be without liability for any
action reasonably taken or omitted pursuant to such advice.
Any person, even though also an officer, trustee, partner,
employee or agent of FAS, who may be or become an officer,
Director, employee or agent of the Fund, shall be deemed,
when rendering services to the Fund or acting on any business
of the Fund (other than services or business in connection
with the duties of FAS hereunder) to be rendering such
services to or acting solely for the Fund and not as an
officer, trustee, partner, employee or agent or one under the
control or direction of FAS even though paid by FAS.
(b) FAS shall be kept indemnified by the Fund and be without
liability for any action taken or thing done by it in
performing the Administrative Services in accordance with the
above standards. In order that the indemnification
provisions contained in this Section 6 shall apply, however,
it is understood that if in any case the Fund may be asked to
indemnify or save FAS harmless, the Fund shall be fully and
promptly advised of all pertinent facts concerning the
situation in question, and it is further understood that FAS
will use all reasonable care to identify and notify the Fund
promptly concerning any situation which presents or appears
likely to present the probability of such a claim for
indemnification against the Fund. The Fund shall have the
option to defend FAS against any claim which may be the
subject of this indemnification. In the event that the Fund
so elects, it will so notify FAS and thereupon the Fund shall
take over complete defense of the claim, and FAS shall in
such situation initiate no further legal or other expenses
for which it shall seek indemnification under this Section.
FAS shall in no case confess any claim or make any compromise
in any case in which the Fund will be asked to indemnify FAS
except with the Fund's written consent.
7. Duration and Termination.
(a) The term of this Agreement shall commence on the date hereof,
and extend until August 31, 1998 and thereafter for
successive twelve-month periods, provided that such
continuation is specifically approved at least annually by
the Board of Directors and by a majority of those Directors
who are neither parties to this Agreement nor, other than by
their service as directors of the Fund, interested persons,
as defined in the 1940 Act, if any such person is party to
this Agreement.
(b) During any term of this Agreement, each time the Fund adds a
New Portfolio, an additional term shall commence on the first
date upon which the New Portfolio has sufficient average
daily net assets such that FAS will begin to earn a sum not
less than its minimum ("annualized") administrative fee in
connection with the New Portfolio pursuant to Section 5 of
this Agreement ("Additional Term"). Such Additional Term
shall extend to the later to occur of (i) the second
anniversary of the commencement of the Additional Term, or
(ii) the expiration of the Initial Term.
(c) During any term of this Agreement, each time the Fund adds a
class of shares to any portfolio, an additional term shall
commence on the later to occur of (i) the first date upon
which the relevant portfolio has sufficient average daily net
assets such that FAS will begin to earn a sum not less than
its minimum ("annualized") administrative fee pursuant to
Section 5 of this Agreement, or (ii) the effective date of
the registration statement or post-effective amendment
registering the new class of shares ("Class Term"). Such
Class Term shall extend to the third anniversary of the
commencement of the Class Term.
(d) This Agreement may be terminated at any time after August 31,
1998, without penalty, by a vote of a majority of the
outstanding voting securities as defined in the 1940 Act, or
by a vote of a majority of the entire Board of Directors, on
six months' written notice to FAS, or by FAS upon six months'
written notice to the Fund.
8. Amendment. 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 an enforcement of the
change, waiver, discharge or termination is sought.
9. Limitations of Liability of Directors and Shareholders of FAS.
The execution and delivery of this Agreement have been authorized
by the Directors of FAS and signed by an authorized officer of
FAS, acting as such, and neither such authorization by such
Directors nor such execution and delivery by such officer shall be
deemed to have been made by any of them individually or to impose
any liability on any of them personally, and the obligations of
this Agreement are not binding upon any of the Directors or
shareholders of FAS, but bind only the trust property of FAS as
provided in the Declaration of Trust of FAS.
10. Notices. Notices of any kind to be given hereunder shall be in
writing (including facsimile communication) and shall be duly
given if delivered to the Fund, to its investment adviser and to
FAS at the following addresses: Old Westbury Funds, Inc. (Fund)
000 Xxxxx Xxxxxx, Xxx Xxxx, XX 00000, Attention: Xxxxxx Xxxxxx;
Bessemer Trust Company, N.A., (Adviser), 000 Xxxxx Xxxxxx, Xxx
Xxxx, XX 00000, Attention: Xxxxxx Xxxxxx; and if delivered to FAS
at Federated Xxxxxxxxx Xxxxx, Xxxxxxxxxx, XX 00000-0000,
Attention: President.
11. Miscellaneous. The captions in this Agreement are included for
convenience of reference only and in no way define or delimit any
of the provisions hereof or otherwise affect their construction or
effect. If any provision of this Agreement shall be held or made
invalid by a court or regulatory agency decision, statute, rule or
otherwise, the remainder of this Agreement shall not be affected
thereby. Subject to the provisions of Section 6, hereof, this
Agreement shall be binding upon and shall inure to the benefit of
the parties hereto and their respective successors and shall be
governed by Pennsylvania law; provided, however, that nothing
herein shall be construed in a manner inconsistent with the 1940
Act or any rule or regulation promulgated by the Securities and
Exchange Commission thereunder.
12. Counterparts. This Agreement may be executed by different
parties on separate counterparts, each of which, when so executed
and delivered, shall be an original, and all such counterparts
shall together constitute one and the same instrument.
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.
FEDERATED ADMINISTRATIVE SERVICES
Attest: /s/ Xxxxxx X. Xxxx By: /s/ S. Xxxxxxx Xxxxx
Secretary Senior Vice President
OLD WESTBURY FUNDS, INC.
Attest: /s/ C. Xxxxx Xxxxxxxx By: /s/ EdwardC. Xxxxxxxx
Secretary President
