Exhibit (h)(xiii) under Form N-1A
Exhibit 10 under Item 601/Reg. S-K
SUB-SHAREHOLDER SERVICING AGREEMENT
Bessemer Trust Company, N.A.
000 Xxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Oxford Capital Management, Inc.
Suite 306
000 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxx 00000-0000
Gentlemen:
We herewith confirm our agreement with you as follows:
1. We hereby employ you, pursuant to the Distribution and Service Plan
adopted by Old Westbury Funds, Inc. (the "Fund") in accordance with Rule 12b-1
(the "Plan") under the Investment Company Act of 1940, as amended (the "Act"),
to provide the services listed below:
(a) You will perform all shareholder servicing functions with
respect to your clients not performed by us, the Fund, the Fund's distributor or
broker-dealer, or transfer agent.
(b) In consideration of the foregoing we will pay you a fee at the
annual rate of one quarter of one percent (0.25%) of the Fund's average daily
net assets attributable to your clients to compensate you for providing
shareholder services to such clients. Your payment will be accrued by us daily,
and will be payable on the last day of each calendar month for services
performed hereunder during that month or on such other schedule as you shall
request us in writing. You may waive your right to any fee or payment to which
you are entitled hereunder, provided such waiver is delivered to us in writing.
2. As a sub-shareholder servicing agent, you will perform the following,
among other things: answer customer inquiries regarding account status and
history, the manner in which purchases and redemptions of shares of the Fund may
be effected and certain other matters pertaining to the Fund; assist
shareholders in designating and changing dividend options, account designations
and addresses; provide necessary personnel and facilities to establish and
maintain shareholder accounts and records; assist in processing purchase and
redemption transactions; arrange for the wiring of funds; transmit and receive
funds in connection with customer orders to purchase or redeem shares; verify
and guarantee shareholder signatures in connection with redemption orders and
transfers and changes in shareholder-designated accounts; furnish (either
separately or on an integrated basis with other reports sent to a shareholder by
the Fund) monthly and year-end statements and confirmation of purchases and
redemptions; transmit, on behalf of the Fund, proxy statements, annual reports,
updating prospectuses and other communications from the Fund to shareholders of
the Fund; receive, tabulate and transmit the Fund proxies executed by
shareholders with respect to meeting of shareholders of the Fund; and provide
such other related services as the Fund or a shareholder may request
3. We will expect of you, and you will give us the benefit of, your best
judgment and efforts in rendering these services to us, and we agree as an
inducement to your undertaking these services that you will not be liable
hereunder for any mistake of judgment or for any other cause, provided that
nothing herein shall protect you against any liability to us, the Fund or to our
shareholders by reason of willful misfeasance, bad faith or gross negligence in
the performance of your duties hereunder, or by reason of your reckless
disregard of your obligations and duties hereunder.
4. This Agreement may not be transferred, assigned, sold or in any manner
hypothecated or pledged by you, and this Agreement shall terminate automatically
in the event of any such transfer, assignment, sale, hypothecation or pledge by
you. The terms "transfer", "assignment" and "sale" as used in this paragraph
shall have the meanings ascribed thereto by governing law and in applicable
rules or regulations of the Securities and Exchange Commission thereunder.
If the foregoing is in accordance with your understanding, will you kindly
so indicate by signing and returning to us the enclosed copy hereof.
Very truly yours,
BESSEMER TRUST COMPANY, N.A.
By: /S/ XXXXX X. XXXXX
Name: Xxxxx X. Xxxxx
Title: Senior Vice President
ACCEPTED:
OXFORD CAPITAL MANAGEMENT, INC.
By: /S/ XXXX X. XXXX, XX.
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Name: Xxxx X. Xxxx, Xx.
Title: Chairman
