OLD WESTBURY FUNDS, INC.
BESSEMER INVESTMENT MANAGEMENT LLC
SUB-ADVISORY AGREEMENT
Old Westbury Global Opportunities Fund
This SUB-ADVISORY AGREEMENT executed as of November 12,
2007 by and among OLD WESTBURY FUNDS, INC. (hereinafter
called "the Fund"), BESSEMER INVESTMENT MANAGEMENT LLC
(hereinafter called "the Adviser"), and FRANKLIN ADVISERS,
INC. (hereinafter called "the Sub-Adviser"),
W I T N E S S E T H:
WHEREAS, the Adviser is the investment adviser to the
Old Westbury Global Opportunities Fund (hereinafter called
"the Portfolio" of the Fund, an open-end management
investment company registered under the Investment Company
Act of 1940, as amended (the "1940 Act");
WHEREAS, the Adviser and the Sub-Adviser are each
registered under the Investment Advisers Act of 1940 (the
"Advisers Act") as investment advisers; and
WHEREAS, the Fund and the Adviser desire to retain the
Sub-Adviser to provide portfolio selection and related
research and statistical services in connection with the
investment advisory services, which the Adviser provides to
the Portfolio, for the Portfolio or a designated portion of
the assets of the Portfolio (a "Segment"), and the Sub-
Adviser desires to furnish such services; and
WHEREAS, the Adviser has furnished the Sub-Adviser with
copies properly certified or authenticated of each of the
following and will promptly provide the Sub-Adviser with
copies properly certified or authenticated of any amendment
or supplement thereto:
(a) Investment Advisory Agreement (the "Advisory
Agreement") with the Fund;
(b) The Fund's Registration Statement that includes
the Portfolio's prospectus and statement of
additional information, as filed with the
Securities and Exchange Commission (the
"Registration Statement");
(c) The Fund's Articles of Incorporation and By-laws;
(d) The resolutions of the Board of Directors of the
Fund approving the engagement of the Sub-Adviser
as sub-adviser for the Portfolio and approving the
form of this Agreement;
(e) A list of affiliated brokers and underwriters of
the Fund for compliance with applicable provisions
of the 1940 Act; and
(f) A list of affiliated issuers of the Fund and/or
the Adviser restricted from purchase by the
Portfolio.
(g) Policies, procedures or instructions adopted or
approved by the Board of Directors of the Fund
relating to obligations and services to be provided
by the Sub-Adviser.
NOW, THEREFORE, in consideration of the premises and the
terms and conditions hereinafter set forth, the parties agree
as follows:
1. Appointment of Sub-Adviser.
Subject to the direction and control of the Board of
Directors of the Fund and the Adviser, the Sub-Adviser shall
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. The Sub-Adviser agrees to furnish the
services hereinafter set forth for the compensation herein
provided. The Sub-Adviser shall for all purposes herein be
deemed to be an independent contractor and shall, except as
expressly provided or authorized herein, have no authority to
act for or represent the Fund or the Adviser in any way or
otherwise be deemed an agent of the Fund or the Adviser.
2. Obligations of and Services to be Provided by the Sub-
Adviser.
The Sub-Adviser will:
(a) Provide investment advisory services, including but
not limited to portfolio securities selection,
research, advice and supervision for the Segment.
(b) Implement the approved investment program for the
Segment by placing orders for the purchase and sale
of securities in its discretion and without prior
consultation with the Adviser, subject always to
the provisions of the 1940 Act and the Fund's
Registration Statement, Articles of Incorporation
and By-Laws, as then in effect; provided however,
that current copies of all such documents shall
have been provided to Sub-Adviser.
(c) Instruct the Portfolio'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;
(d) Maintain, as applicable to the Sub-Adviser's
investment advisory services obligations,
compliance with the 1940 Act and the regulations
adopted by the Securities and Exchange Commission
thereunder and the Segment investment objective,
strategies and restrictions as stated in the
Portfolio's prospectus and statement of additional
information subject to receipt of such additional
information as may be required from the Adviser and
provided in accordance with Section 14(d) of this
Agreement.
(e) Report on the activities in the performance of its
duties and obligations under this Agreement to the
Board of Directors of the Fund at such times and in
such detail as the Board of Directors may
reasonably request in order to enable it to
determine that the investment policies, procedures
and approved investment program of the Segment are
being observed. The Sub-Adviser will also keep the
Board of Directors informed of important
developments affecting the Segment and the Sub-
Adviser, and on its own initiative will furnish the
Adviser and the Board of Directors from time-to-
time with such information as the Sub-Adviser may
believe appropriate, whether concerning the
individual companies whose securities are held by
the Segment, the industries in which they engage,
or the economic, social or political conditions
prevailing in each country in which the Segment
maintains investments.
(f) Furnish, at its own expense, (i) all necessary
investment and management facilities, including
salaries of clerical and other personnel required
for it to execute its duties hereunder, and
(ii) administrative facilities, including
bookkeeping, clerical personnel and equipment
necessary for the efficient performance of its
duties under this Agreement.
(g) Open accounts with broker-dealers and futures
commission merchants ("broker-dealers"), select
broker-dealers to effect all transactions for the
Segment, place all necessary orders with broker-
dealers or issuers (including affiliated broker-
dealers), and negotiate commissions, if applicable.
To the extent consistent with applicable law,
purchase or sell orders for the Segment may be
aggregated with contemporaneous purchase or sell
orders of other clients of the Sub-Adviser. 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 its fiduciary
obligations to the Portfolio and to other clients.
The Sub-Adviser will seek to 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. The Sub-Adviser may select brokers or
dealers on the basis that they provide brokerage,
research or other services or products to the Sub-
Adviser. To the extent consistent with Section
28(e) of the Securities Exchange Act of 1934, the
Sub-Adviser may pay a broker or dealer an amount of
commission for effecting a securities transaction
in excess of the amount of commission or dealer
spread another broker or dealer would have charged
for effecting that 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 or dealer.
With respect to any investments for the Segment
that are permitted to be made by the Sub-Adviser in
accordance with this Agreement, the Adviser hereby
authorizes and directs the Sub-Adviser to do and
perform every act and thing whatsoever necessary or
incidental in performing its duties and obligations
under this Agreement including, but not limited to,
acting pursuant to or executing as agent on behalf
of the Portfolio, 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 permitted investment,
including limited partnership agreements,
repurchase and derivatives master agreements,
including any schedules and annexes to such
agreements, releases, consents, elections and
confirmations. The Adviser acknowledges and
understands that it will be bound by any such
trading accounts established, and agreements and
other documentation executed, by the Sub-Adviser
for such investment purposes, and agrees to provide
the Sub-Adviser with tax information, governing
documents, legal opinions and other information
concerning the funds necessary to complete such
agreements and other documentation.
(h) Upon reasonable request, provide assistance and
recommendations for the determination of the fair
value of certain portfolio securities when reliable
market quotations are not readily available for
purposes of calculating net asset value in
accordance with procedures and methods established
by the Fund's Board of Directors.
(i) 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, and furnish the Fund and the Adviser
with such periodic and special reports as the Fund
or Adviser may reasonably request. In compliance
with the requirements of Rule 31a-3 under the 1940
Act, the Sub-Adviser hereby agrees that all records
that it maintains for the Segment are the property
of the Fund, 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 Fund any records that it maintains for the
Segment upon request by the Fund or the Adviser.
The Sub-Adviser has no responsibility for the
maintenance of Fund records except insofar as is
directly related to the services the Sub-Adviser
provides to the Segment. To the extent that the
Sub-Adviser maintains records in compliance with
the requirements of Rule 204-2 under the Advisers
Act, the Fund hereby agrees that such records are
the property of the Sub-Adviser, copies of which
the Sub-Adviser will provide promptly to the Fund
upon request by the Fund or the Adviser.
(j) 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 Adviser acknowledges receipt of
a copy of Sub-Adviser's current Code of Ethics.
Sub-Adviser shall promptly forward to the Adviser a
copy of any material amendment to the Sub-Adviser's
Code of Ethics along with certification that the
Sub-Adviser has implemented procedures for
administering the Sub-Adviser's Code of Ethics.
(k) From time to time as the Adviser or the Fund may
reasonably request, furnish the requesting party
reports on portfolio transactions and reports on
investments held by the Segment, all in such detail
as the Adviser or the Fund may reasonably request.
The Sub-Adviser will make available, upon the
reasonable request of the Fund or the Adviser, its
officers and employees to meet with the Adviser's
Board of Directors at the Adviser's principal place
of business on reasonable notice to review the
investments of the Segment.
(l) Upon reasonable request by the Adviser, provide
such information with respect to the Segment as may
be required for the Fund or the Adviser to comply
with their respective obligations under applicable
laws, including, without limitation, the Internal
Revenue Code of 1986, as amended (the "Code"), the
1940 Act, the Advisers Act, the Securities Act of
1933, as amended (the "Securities Act"), and any
state securities laws, and any rule or regulation
thereunder.
(m) Provide a copy of the Sub-Adviser's Form ADV and
any material amendments thereto as soon as
reasonably possible after the filing of such
documents with the Securities and Exchange
Commission or other regulatory agency.
(n) The Adviser and the Fund agree and understand that
the Sub-Adviser is not responsible to act for the
Portfolio in any legal proceedings, including the
filing of claims relating to portfolio securities
in bankruptcies or class actions, involving
securities held or previously held by the Portfolio
or Segment or the issuers of such securities;
provided that the Sub-Adviser shall advise and
consult with the Adviser with respect to any such
proceedings of which the Sub-Adviser becomes aware.
The Adviser and the Fund agree and understand that
the Sub-Adviser is not responsible to vote or give
any advice about how to vote proxies for securities
held by the Portfolio or Segment; however, the Sub-
Adviser shall, upon request of the Adviser, advise
on corporate actions, such as mergers and tender
offers, involving portfolio securities held by the
Portfolio or Segment.
(o) In carrying out its obligations under this
Agreement, the Sub-Adviser shall at all times
comply with:
(i) all applicable provisions of the 1940 Act and
the Advisers Act, and all rules and
regulations adopted thereunder;
(ii) provided that the Sub-Adviser has received a
current copy from the Adviser or the Fund, the
provisions of the Registration Statement of
the Fund, as it may be amended from time-to-
time, under the 1940 Act;
(iii) provided that the Sub-Adviser has
received a current copy from the Adviser or
the Fund, the provisions of the Articles of
Incorporation of the Fund, as they may be
amended from time-to-time;
(iv) provided that the Sub-Adviser has received a
current copy from the Adviser or the Fund, the
provisions of the By-laws of the Fund, as they
may be amended from time-to-time, or
resolutions of the Board of Directors as may
be adopted from time-to-time; and
(v) any other provisions of federal or state law
applicable to the Segment.
(p) As in the case with respect to the Adviser under
the Investment Advisory Agreement, any investment
activities undertaken by the Sub-Adviser relating
to the Portfolio shall at times be subject to the
direction and control of the Fund's Board of
Directors as well as the Adviser.
(q) Notwithstanding anything herein to the contrary,
the Adviser shall be responsible for monitoring,
testing and notifying the Sub-Adviser of the
Segment's non-compliance with the Code. Based on
information and direction provided by the Adviser,
administrator, custodian or other service provider
for the Portfolio, the Sub-Adviser shall take all
necessary steps, consistent with any direction so
provided, to ensure the Portfolio's ongoing
compliance with the Code.
3. 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 Fund or the Portfolio with respect to its
compensation under this Agreement.
4. Liability of Sub-Adviser.
(a) Neither the Sub-Adviser nor any of its directors,
officers, employees, agents or affiliates shall be
liable to the Adviser, the Portfolio or its
shareholders for any loss suffered by the Adviser
or the Portfolio resulting from any error of
judgment or mistake of law made in the good faith
exercise of the Sub-Adviser's investment discretion
in connection with selecting investments for the
Segment or as a result of the failure by the
Adviser or any of its affiliates to comply with the
terms of this Agreement except for losses resulting
from willful misfeasance, bad faith or gross
negligence of, or from reckless disregard of, the
duties of the Sub-Adviser or any of its directors,
officers, 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
Portfolio's custodian, administrator or fund
accountant. The Adviser shall be responsible at
all times for supervising Sub-Adviser, and this
Agreement does not in any way limit the duties and
responsibilities that the Adviser has agreed to
under the Advisory Agreement and applicable laws.
(b) In no event will the Sub-Adviser have any
responsibility for any other portfolio of the Fund,
for any portion of the Portfolio not managed by the
Sub-Adviser or for the acts or omissions of the
Adviser or any other sub-adviser to the Fund or
Portfolio. In particular, since the Sub-Adviser
shall manage only a Segment, the Sub-Adviser shall
have no responsibility for the Portfolio's being in
violation of any applicable law or regulation or
investment policy or restriction applicable to the
Portfolio as a whole or for the Portfolio's failing
to qualify as a regulated investment company under
the Code. Nothing in this Section shall be deemed
a limitation or waiver of any obligation or duty
that may not by law be limited or waived.
5. Indemnification by the Sub-Adviser.
The Adviser shall not be responsible for, and the Sub-Adviser
shall indemnify and hold the Fund, the Adviser and the
Portfolio harmless from and against, any and all losses,
damages, costs, charges, reasonable counsel fees, payments,
expenses and liability arising out of or attributable to the
willful misfeasance, bad faith, gross negligence or reckless
disregard of obligations or duties of the Sub-Adviser
hereunder or any of its officers, directors, employees or
agents; provided, however, that in no case is the Sub-
Adviser's indemnity in favor of the Adviser, the Fund or the
Portfolio deemed to protect such person against any liability
to which any such person would otherwise be subject by reason
of willful misconduct, bad faith or gross negligence in the
performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
6. Indemnification by the Fund and the Adviser.
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
from the advertising, solicitation, sale, purchase or pledge
of securities, whether of the Portfolio or other securities,
undertaken by the Portfolio, its officers, directors,
employees or affiliates, resulting from any violations of the
securities laws, rules, regulations, statutes and codes,
whether federal or of any state, by the Portfolio, its
officers, directors, employees 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;
provided, however, that in no case is the Fund's or the
Adviser's indemnity in favor of the Sub-Adviser Indemnitees
deemed to protect such person against any liability to which
any such person would otherwise be subject by reason of
willful misconduct, bad faith or gross negligence in the
performance of its duties or by reason of its reckless
disregard of its obligations and duties under this Agreement.
7. Supplemental Arrangements.
The Sub-Adviser may enter into arrangements with other
persons affiliated with the Sub-Adviser or with unaffiliated
third parties to better enable the Sub-Adviser to fulfill its
obligations under this Agreement for the provision of certain
personnel and facilities to the Sub-Adviser, the cost of such
arrangements to be borne solely by the Sub-Adviser, subject
where required by applicable law, to approval of the Board of
Directors of the Fund.
8. 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.
9. Duration and Termination of This Agreement.
(a) This Agreement shall become effective on the latest
of (i) the date of its execution, (ii) the date of
its approval by a majority of the Board of
Directors of the Fund, including approval by the
vote of a majority of the Board of Directors of the
Fund 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 Portfolio. 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 of
Directors of the Fund or by a vote of a majority
of the outstanding voting securities of the
Portfolio and in either event by a vote of a
majority of the Board of Directors of the Fund 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 Portfolio 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 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
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 of
Directors of the Fund or by the Sub-Adviser, or the
Adviser or by vote of a majority of the outstanding
voting securities of the Portfolio on sixty days
written notice. This Agreement shall automatically
terminate in the event of its assignment. In
interpreting the provisions of this Section 9, the
definitions contained in Section 2(a) of the 1940
Act (particularly the definitions of "interested
person," "assignment" and "voting security") shall
be applied.
10. 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
Portfolio, to direct the Custodian to retain and/or realize
any assets of the Portfolio as may be required to settle
transactions already initiated, and to pay any outstanding
liabilities of the Sub-Adviser. Following the date of
effective termination, any new transactions will only be
executed by mutual agreement between the Adviser and the
Sub-Adviser.
11. Amendment of this Agreement.
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 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 Portfolio and by vote of a majority of the
Board of Directors of the Fund 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. Prior to the execution of any amendment, Adviser
shall notify Sub-Adviser if any such approval is required.
12. Services to Other Clients.
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. The Adviser
understands, and has advised the Fund's Board of Directors,
that the Sub-Adviser now acts, and may in the future act, as
an investment adviser to fiduciary and other managed
accounts, and as investment adviser, sub-investment adviser,
and/or administrator to other investment companies. The
Adviser has no objection to the Sub-Adviser's acting in such
capacities, provided that whenever the purchase or sale of
securities or other investments of the same issuer may be
deemed by the Sub-Adviser to be suitable for two or more
investment companies or accounts managed by the Sub-Adviser,
the available securities or investments will be allocated in
a manner believed by the Sub-Adviser to be equitable to each
of them. It is recognized and acknowledged by the Adviser
that in some cases this procedure may adversely affect the
price paid or received by the Portfolio or the size of the
position obtained for or disposed of by the Portfolio. In
addition, the Adviser understands, and has advised the Fund's
Board of Directors, that the persons employed by the Sub-
Adviser to assist in the Sub-Adviser's duties under this
Agreement will not devote their full time to such service and
nothing contained in this Agreement will be deemed to limit
or restrict the right of the Sub-Adviser or any of its
affiliates to engage in and devote time and attention to
other businesses or to render services of whatever kind or
nature.
13. Disclosure.
(a) None of the Adviser, the Portfolio or the Sub-
Adviser shall disclose information of a
confidential nature acquired in connection with
this Agreement, except for information that they
may be entitled or bound to disclose by law or
regulation or which is requested by regulators or
auditors or which is disclosed to their advisers
where reasonably necessary for the performance of
their professional services or, in the case of the
Sub-Adviser, to persons retained as permitted in
accordance with Section 7 above to the extent
reasonably necessary for the performance of the
Sub-Adviser's services hereunder and provided such
persons are bound by confidentiality obligations at
least as stringent as the foregoing. The Sub-
Adviser shall also comply with the Fund's policies
with respect to disclosure of portfolio holdings.
(b) Notwithstanding the provisions of 13(a) above: (i)
to the extent that any market counterparty with
whom the Sub-Adviser deals requires information
relating to the Segment (including, but not limited
to, the identity of the Adviser or the Portfolio
and market value of the 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; and (ii) the Sub-Adviser may use
the performance of the Portfolio or Segment in its
composite performance figures provided that such
usage is made anonymously with no reference,
directly or indirectly, to the name of the Fund or
Portfolio.
14. General Provisions.
(a) Each party agrees to perform such further acts and
execute such further documents as are necessary to
effectuate the purposes hereof. This Agreement
shall be construed and enforced in accordance with
and governed by the laws of the State of New York.
The captions in this Agreement are included for
convenience only and in no way define or delimit
any of the provisions hereof or otherwise affect
their construction or effect.
(b) Any notice under this Agreement shall be in
writing, addressed and delivered or mailed postage
pre-paid to the other party at such address as such
other party may designate for the receipt of such
notices. 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, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇
▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel, and the
address of the Sub-Adviser shall be, Franklin
Advisers, Inc., ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Attention: General Counsel.
(c) The Sub-Adviser will promptly notify the Adviser in
writing of the occurrence of any of the following
events unless prohibited by applicable law:
(i) the Sub-Adviser fails to be registered as an
investment adviser under the Advisers Act or
under the laws of any jurisdiction in which
the Sub-Adviser is required to be registered
as an investment adviser in order to perform
its obligations under this Agreement.
(ii) the Sub-Adviser is served or otherwise
receives notice of any action, suit,
proceeding, inquiry or investigation, at law
or in equity, before or by any court, public
board or body, involving the affairs of the
Portfolio unless subject to confidentiality by
order of a court or similar authority.
(d) The Adviser shall provide (or cause the Portfolio's
custodian to provide) timely information to the
Sub-Adviser regarding such matters as the
composition of the assets of the Portfolio or
Segment, cash requirements and cash available for
investment in the Portfolio or Segment, and all
other reasonable information as may be necessary
for the Sub-Adviser to perform its duties and
responsibilities hereunder.
(e) This Agreement contains the entire understanding
and agreement of the parties.
(f) The Sub-Adviser acknowledges that nonpublic
customer information (as defined in Regulation S-P,
including any amendments thereto) of customers of
the Fund or the Portfolio received from the Adviser
is subject to the limitations on redisclosure and
reuse set forth in Section 248.11 of Regulation S-
P, and agrees that such information: (i) shall not
be disclosed to any third party for any purpose
(other than for the purpose of providing the
services contemplated by this Agreement) without
the written consent of the Adviser and/or the Fund
unless permitted by exceptions set forth in
Sections 248.14 or 248.15 of Regulation S-P; and
(ii) shall be safeguarded pursuant to procedures
adopted under Section 248.30 of Regulation S-P.
(g) The Fund and the Adviser understand and agree that
the Sub-Adviser, as part of its duties hereunder,
is not responsible for determining whether or not
the Portfolio is suitable and an appropriate
investment for the clients who invest in such.
(h) The parties to this Agreement agree that the names
of the Sub-Adviser and its affiliates and any of
their logos or trademarks or service marks or trade
names or any derivatives of them (collectively,
"Sub-Adviser Names") are the valuable property of
the Sub-Adviser and its affiliates. The Adviser
and the Fund may use the name of the Sub-Adviser to
identify it as the Sub-Adviser to the Fund as
required by law or regulation. Any other use of a
Sub-Adviser Name must be expressly pre-approved in
writing by the Sub-Adviser and all marketing
materials, advertisements, sales literature and
notices using a Sub-Adviser Name must be submitted
to the Sub-Adviser for approval at least ten (10)
business days prior to the date such approval is
needed. Adviser and Fund agree that, with respect
to such materials submitted to the Sub-Adviser, the
Sub-Adviser shall have no responsibility to ensure
the adequacy of the form or content of such
materials for purposes of the 1940 Act or other
applicable laws and regulations. Once approved in
writing by the Sub-Adviser, any change in any
approved use of a Sub-Adviser Name including,
without limitation, change in phrases identifying
or associated with a fund, requires prior approval
in writing by the Sub-Adviser. Upon termination of
this Agreement, the Adviser and the Fund shall
forthwith cease to use all Sub-Adviser Names,
except as may be required by law or regulation. If
the Adviser or the Fund makes any unauthorized use
of a Sub-Adviser Name, the parties acknowledge that
the Sub-Adviser and its affiliates shall suffer
irreparable harm for which monetary damages may be
inadequate and thus the Sub-Adviser and its
affiliates shall be entitled to injunctive relief,
as well as any other remedy available under law.
(i) During the term of this Agreement, the Sub-Adviser
agrees that all marketing, advertising or
promotional material or other information or
material that makes reference to the Fund, the
Portfolio, the Adviser or the services being
provided pursuant to this Agreement shall be
expressly subject to the prior review and approval
by the Adviser. Without limiting the generality of
the foregoing, no reference to Old Westbury Funds
or the Adviser shall be included in any such
marketing, advertising or promotional material or
other information, communication or material
without the Adviser's express prior written
consent.
15. Release.
The names "Old Westbury Funds, Inc." and "Directors of Old
Westbury Funds, Inc." refer respectively to the Fund created
by the Articles of Incorporation and the Directors, as
directors but not individually or personally. 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, or representatives of the Fund
personally, but bind only assets of the Portfolio, and all
persons dealing with the Portfolio of the Fund must look
solely to the assets of such Portfolio for the enforcement
of any claims.
16. Counterparts.
This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original.
[SIGNATURE PAGE FOLLOWS]
[PAGE BREAK]
IN WITNESS WHEREOF, the parties have duly executed this
Agreement as of the date first above written.
OLD WESTBURY FUNDS, INC.
By: /s/ ▇▇▇▇▇ ▇. Artemiou__
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Vice President
BESSEMER INVESTMENT MANAGEMENT LLC
By: /s/ ▇▇▇▇ ▇. Stern_____
▇▇▇▇ ▇. ▇▇▇▇▇
President
FRANKLIN ADVISERS, INC.
By: /s/ ▇▇▇▇▇ ▇. Molumphy__
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Exec. Vice President /
CIO
[PAGE BREAK]
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 of the Segment's
average daily net assets:
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 Portfolio's prospectus and
statement of additional information as of the close of
business on the previous business day on which the Portfolio
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 the effective date to the end of such month or
from the beginning of such month to the date of 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.