EXHIBIT (e)(vi)
DEALER AND SHAREHOLDER SERVICES AGREEMENT
Ladies and Gentlemen:
As the principal underwriter of the shares ("Shares") of each investment company
portfolio ("Fund") of Old Westbury Funds, Inc. (the "Company"), BISYS Fund
Services Limited Partnership ("BISYS") hereby agrees that you, the undersigned
broker-dealer, shall provide the distribution and shareholder services that are
more fully described below.
1. We represent and warrant to you that the distribution and shareholder
support services described herein have been authorized pursuant to a
Distribution and Service Plan (the "Plan") adopted by the shareholders
("Shareholders") of each Fund. The Plan has been adopted pursuant to
Rule 12b-1 under the Investment Company Act of 1940 (the "1940 Act").
It is intended that you shall provide such distribution and shareholder
support services to your customers ("Customers") who may, from time to
time, beneficially own a Fund's Shares.
2. You represent and warrant to us that (i) you are and will be at all
times relevant to this Agreement a member in good standing of the
National Association of Securities Dealers, Inc. (the "NASD"), and (ii)
you are and will be at all times relevant to this Agreement a broker-
dealer properly registered and qualified under all applicable federal,
state and local laws to engage in the business and transactions
described in this Agreement. You agree to comply with all applicable
laws, including federal and state securities laws, the Rules and
Regulations of the Securities and Exchange Commission and the Conduct
Rules of the NASD. We have furnished you with a list of the states or
other jurisdictions in which Shares of the Funds have been registered
for sale under, or are otherwise qualified for sale pursuant to, the
respective securities laws of such states and jurisdictions. You agree
that you will not offer a Fund's Shares to persons in any jurisdiction
in which such Shares are not registered or otherwise qualified for
sale. You further agree that you will maintain all records required by
applicable law or otherwise reasonably requested by us relating to Fund
transactions that you have executed.
3. You agree to provide various types of distribution assistance and
shareholder support services with respect to a Fund's Shares. Such
distribution assistance and shareholder support services may include
those items that are enumerated in Schedule A attached hereto and such
other similar services that we may reasonably request to the extent you
are permitted to do so under applicable statutes, rules and
regulations.
4. In all sales of Fund Shares, you shall act as agent for your customers
or as principal for your own bona fide investment. In no transaction
shall you act as our agent or as agent for any Fund or the Funds'
transfer agent. As agent for your customers, you are hereby authorized
to: (i) place orders directly with the Company for the purchase of
Shares and (ii) tender Shares to the Company for redemption, in each
case subject to the terms and conditions set forth in the applicable
prospectus ("Prospectus") and the operating procedures and policies
established by us. The minimum dollar purchase of Shares shall be the
applicable minimum amount set forth in the applicable Prospectus, and
no order for less than such amount shall be accepted by you. The
procedures relating to the handling of orders shall be subject to
instructions which we shall forward to you from time to time. All
orders are subject to acceptance or rejection by the Company in its
sole discretion. The Company may, in its discretion and without notice,
suspend or withdraw the sale of a Fund's Shares. No person is
authorized to make any representations concerning us, the Company or
Shares of any Fund except such representations contained in the
relevant then-current Prospectus and statement of additional
information ("Statement of Additional Information") and in such
supplemental information that may be supplied to you by us for a Fund.
If you should make such an unauthorized representation, you agree to
indemnify the Company and us from and against any and all claims,
liability, expense or loss in any way arising out of or in any way
connected with such representation. You are specifically authorized to
distribute the Prospectus and Statement of Additional Information and
sales material received from us. No person is authorized to distribute
any other sales material relating to a Fund without
our prior written approval. You further agree to deliver, upon our
request, copies of any relevant amended Prospectus and Statement of
Additional Information to shareholders of the Company to whom you have
sold Shares. As agent for your customers, you shall not withhold
placing customers' orders for any Shares so as to profit yourself as a
result of such withholding and shall not purchase any Shares from us
except for the purpose of covering purchase orders already received.
Notice will be given to you of any repurchase or redemption within ten
days of the date on which the tender of Shares for redemption is
delivered to us or to the Company. Neither party to this Agreement
shall purchase any Shares from a record holder at a price lower than
the net asset value next computed by or for the issuer thereof. Nothing
in this subparagraph shall prevent you from selling Shares for the
account of a record holder to us or the issuer and charging the
investor a fair commission for handling the transaction. Any order
placed by you for the repurchase of Shares of a Fund is subject to the
timely receipt by the Company of all required documents in good order.
If such documents are not received within a reasonable time after the
order is placed, the order is subject to cancellation, in which case
you agree to be responsible for any loss resulting to the Company or to
us from such cancellation.
5. We will furnish you, upon request, with offering prices for the Shares
in accordance with the then-current Prospectuses for the Funds, and you
agree to quote such prices subject to confirmation by us on any Shares
offered to you for sale. The public offering price shall equal the net
asset value per Share of a Fund. Each price is always subject to
confirmation, and will be based upon the net asset value next computed
after receipt by us of an order that is in good form. You acknowledge
that it is your responsibility to date and time stamp all orders
received by you and to transmit such orders promptly to us. You further
acknowledge that any failure to promptly transmit such orders to us
that causes a purchaser of Shares to be disadvantaged, based upon the
pricing requirements of Rule 22c-1 under the 1940 Act, shall be your
sole responsibility. We reserve the right to cancel this Agreement at
any time without notice if any Shares shall be offered for sale by you
at less than the then-current offering price determined by or for the
applicable Fund.
6. With respect to orders that are placed for the purchase of Fund Shares,
unless otherwise agreed, settlement shall be made with the Company
within three (3) business days after our acceptance of the order. If
payment is not so received or made, we reserve the right to cancel the
sale, or, at our option, to sell the Shares to the Company at the then
prevailing net asset value. In this event or in the event that you
cancel the trade for any reason, you agree to be responsible for any
loss resulting to the Company or to us from your failure to make
payments as aforesaid. You shall not be entitled to any gains generated
thereby.
7. You shall be responsible for the accuracy, timeliness and completeness
of any orders transmitted by you on behalf of your customers by wire or
telephone for purchases, exchanges or redemptions, and shall indemnify
us against any claims by your customers as a result of your failure to
properly transmit their instructions. In addition, you agree to
guarantee the signatures of your customers when such guarantee is
required by the Prospectus of a Fund. In that connection, you agree to
indemnify and hold harmless all persons, including us and the Company's
transfer agent, against any and all loss, cost, damage or expense
suffered or incurred in reliance upon such signature guarantee.
8. No advertisement or sales literature with respect to a Fund (as such
terms are defined in the NASD's Conduct Rules) shall be used by you
without first having obtained our approval.
9. You and your employees will, upon request, be available during normal
business hours to consult with us concerning the performance of your
responsibilities under this Agreement. You will provide to us and the
Company's Board of Directors a written report of all expenditures under
this Agreement, including a discussion of the purposes for which such
expenditures were made. In addition, you will furnish to us or to the
Company such information as we or the Company may reasonably request
(including, without limitation, periodic certifications confirming the
rendering of distribution assistance and support services with respect
to Shares described herein), and will otherwise cooperate with us and
the Company in the preparation of reports to the Company's Board of
Directors concerning this Agreement and the monies paid or payable by
us under this Agreement, as well as any other reports or filings that
may be required by law.
10. For the services provided under this Agreement, you shall receive a fee
calculated at the applicable annual rate set forth on Schedule B hereto
with respect to the average daily net asset value of each Fund's Shares
which are owned of record by you as nominee for customers or which are
owned by customers whose records, as maintained by the Company or its
agent, designate you as the customer's dealer of record, which fee will
be computed daily and paid monthly. The fee will not be paid with
respect to (i) Shares of a Fund sold by you and redeemed or repurchased
by the Company or by us within seven business days of receipt of
confirmation of such sale, or (ii) a customer if the amount of such fee
on an annual basis with respect to such customer shall be less than
$1.00. The fee rate stated on Schedule B hereto may be prospectively
increased or decreased by us in our sole discretion, at any time upon
notice to you. Such fee shall be subject to the limitations on the
payment of asset-based sales charges that are set forth in Rule 2830 of
the NASD Conduct Rules.
11. Neither of us shall be liable to the other except for (1) acts or
failures to act which constitute a lack of good faith or negligence and
(2) obligations expressly assumed under this Agreement. In addition,
you agree to indemnify us and hold us harmless from any claims or
assertions relating to the lawfulness of your participation in this
Agreement and the transactions contemplated hereby or relating to any
activities of any persons or entities affiliated with your organization
which are performed in connection with the discharge of your
responsibilities under this Agreement. If such claims are asserted, you
shall have the right to manage your own defense, including the
selection and engagement of legal counsel, and all costs of such
defense shall be borne by you.
12. This Agreement will automatically terminate in the event of its
assignment. This Agreement may be terminated by either of us, without
penalty, upon ten days' prior written notice to the other party. This
Agreement may also be terminated at any time without penalty by the
vote of a majority of the Disinterested Directors of the Company or by
a vote of a majority of the outstanding voting securities of a Fund on
ten days' written notice.
13. All communications to us shall be sent to the address set forth below
or at such other address as we may designate in writing. Any notice to
you shall be duly given if mailed or telecopied to you at the address
set forth below or at such other address as you may provide in writing.
______________________________
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14. You represent and warrant that all requisite corporate proceedings have
been undertaken to authorize you to enter into this Agreement and to
perform the services contemplated herein. You further represent and
warrant that the individual that has signed this Agreement below is a
duly elected officer that has been empowered to act for and on behalf
of your organization with respect to the execution of this Agreement.
15. This Agreement supersedes any other agreement between us with respect
to the offer and sale of Shares and relating to any other matters
discussed herein. All covenants, agreements, representations and
warranties made herein shall be deemed to have been material and relied
on by each party. The
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invalidity or unenforceability of any term or provision hereof shall
not affect the validity or enforceability of any other term or
provision thereof. This Agreement may be executed in any number of
counterparts, which together shall constitute one instrument, and shall
be governed by and construed in accordance with the laws (other than
the conflict of laws rules) of the State of Ohio and shall bind and
inure to the benefit of the parties hereto and their respective
successors and assigns.
If the foregoing corresponds with your understanding of our agreement, please
sign this document and the accompanying copies thereof in the appropriate space
below and return the same to us, whereupon this Agreement shall be binding upon
each of us, effective as of the date of execution.
BISYS FUND SERVICES LIMITED PARTNERSHIP The foregoing Agreement is
/By:/ BISYS FUND SERVICES, INC., General Partner hereby accepted:
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___________________________
Company Name
By _____________________________________________ By ________________________
Authorized Officer Date Date
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