As
filed with the Securities and Exchange Commission on June 8, 2011
Securities Act Registration Statement No. 033-66528
Investment Company Act File No. 811-07912
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
|
|
|
|
|
Pre-Effective Amendment |
o |
|
|
Post-Effective Amendment No. 42 |
x |
|
|
and/or |
|
|
|
|
|
|
|
Amendment No. 43 |
x |
|
|
(Check appropriate box or boxes) |
|
OLD WESTBURY FUNDS, INC.
(Exact
Name of Registrant as Specified in Charter)
760 Moore Road
King of Prussia, PA 19406
(Address of
Principal Executive Offices, including Zip Code)
Steven
L. Williamson, Esq.
Bessemer Investment Management LLC
630 Fifth Avenue
New York, New York 10111
(Name
and Address of Agent for Service)
COPY TO:
Robert M. Kurucza, Esq.
Goodwin Procter LLP
901 New York Avenue, NW
Washington, D.C. 20001
|
|
|
|
|
|
x |
Immediately upon filing pursuant to paragraph (b) of Rule 485; or |
|
|
o |
On [ ] pursuant to paragraph (b) of Rule 485; or |
|
|
o |
60 days after filing pursuant to paragraph (a)(1) of Rule 485; or |
|
|
o |
On (date) pursuant to paragraph (a)(1) of Rule 485; or |
|
|
o |
75 days after filing pursuant to paragraph (a)(2) of Rule 485; or |
|
|
o |
On (date) pursuant to paragraph (a)(2) of Rule 485. |
|
If appropriate, check the following box: |
||
|
|
o |
This post-effective amendment designates a new effective date for a previously filed post-effective amendment. |
OLD WESTBURY FUNDS, INC.
EXPLANATORY NOTE
This Post-Effective Amendment to the Registration Statement on Form N-1A is being filed for the sole purpose of updating Part C to the Registrant’s Registration Statement. This Post-Effective Amendment does not supersede or amend the current versions of the Registrant’s Prospectus (Part A) or Statement of Additional Information (Part B), each dated March 1, 2011, included in Post-Effective Amendment No. 40 under the 1933 Act and Amendment No. 41 under the 1940 Act, as supplemented.
PART C
OTHER INFORMATION
OLD WESTBURY FUNDS, INC.
ITEM 28. EXHIBITS
|
|
|
|
(a)(i) |
Articles of Incorporation of the Registrant are incorporated by reference to Post-Effective Amendment No. 3 to Registrant’s Registration Statement filed on February 28, 1996 (File No. 33-66528). |
|
|
|
|
(a)(ii) |
Articles Supplementary of the Registrant, Amendment No. 1 are incorporated by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement filed on February 29, 2000 (File No. 33-66528). |
|
|
|
|
(a)(iii) |
Articles Supplementary of the Registrant, Amendment No. 2 are incorporated by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement filed on February 29, 2000 (File No. 33-66528). |
|
|
|
|
(a)(iv) |
Articles Supplementary of the Registrant, Amendment No. 3 are incorporated by reference to Post-Effective Amendment No. 14 to Registrant’s Registration Statement filed on February 29, 2000 (File No. 33-66528). |
|
|
|
|
(a)(v) |
Articles Supplementary of the Registrant, Amendment No. 4 are incorporated by reference to Post-Effective Amendment No. 20 to Registrant’s Registration Statement filed on February 20, 2004 (File No. 33-66528). |
|
|
|
|
(a)(vi) |
Articles Supplementary of the Registrant, Amendment No. 5 are incorporated by reference to Post-Effective Amendment No. 21 to Registrant’s Registration Statement filed on May 28, 2004 (File No. 33-66528). |
|
|
|
|
(a)(vii) |
Articles Supplementary of the Registrant, Amendment No. 6 are incorporated by reference to Post-Effective Amendment No. 25 to Registrant’s Registration Statement filed on March 16, 2005 (File No. 33-66528). |
|
|
|
|
(a)(viii) |
Articles Supplementary of the Registrant, Amendment No. 7 are incorporated by reference to Post-Effective Amendment No. 32 to Registrant’s Registration Statement filed on November 9, 2007 (File No. 33-66528). |
|
|
|
|
(a)(ix) |
Articles of Amendment of the Registrant dated July 29, 2008 are incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
|
|
|
|
(a)(x) |
Articles of Amendment of the Registrant dated October 2, 2008 are incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
|
|
|
|
(a)(xi) |
Articles of Amendment of the Registrant dated October 23, 2008 are incorporated by reference to Post-Effective Amendment No. 36 to Registrant’s Registration Statement filed on February 25, 2009 (File No. 33-66528). |
|
|
|
|
(b)(i) |
Copy of By-Laws of the Registrant is incorporated by reference to Post-Effective Amendment No. 3 to Registrant’s Registration Statement filed on February 28, 1996 (File No. 33-66528). |
|
|
|
|
(b)(ii) |
Amendment No. 1 to By-Laws of the Registrant is incorporated by reference to Post-Effective Amendment No. 32 to Registrant’s Registration Statement filed on November 9, 2007 (File No. 33-66528). |
|
|
|
|
(c) |
Not Applicable. |
|
|
|
|
(d)(i) |
Investment Advisory Agreement dated September 1, 2010 between the Registrant and Bessemer Investment Management LLC (“BIM”) is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
|
|
|
|
(d)(ii) |
Sub-Advisory Agreement dated April 6, 2005 among the Registrant, BIM and Dimensional Fund Advisors, LP (formerly Dimensional Fund Advisors, Inc.) (“Dimensional”) with respect to the Global Small & Mid Cap Fund is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). |
|
|
|
|
(d)(iii) |
Sub-Advisory Agreement dated October 1, 2008 among the Registrant, BIM and Champlain Investment Partners, LLC (“Champlain”) with respect to the Global Small & Mid Cap Fund is incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
|
|
|
|
(d)(iv) |
Sub-Advisory Agreement dated November 12, 2007 among the Registrant, BIM and Franklin Advisers, Inc. (“Franklin”) with respect to the Global Opportunities Fund is incorporated by reference to Post-Effective Amendment No. 33 to Registrant’s Registration Statement filed on February 28, 2008. |
|
|
|
|
(d)(v) |
Sub-Advisory Agreement dated September 24, 2008 among the Registrant, BIM and Shenkman Capital Management, Inc. (“Shenkman”) with respect to the Global Opportunities Fund is incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
|
|
|
|
(d)(vi) |
Sub-Advisory Agreement dated September 25, 2009 among the Registrant, BIM and BlackRock Financial Management, Inc. (“BlackRock”) with respect to the Global Opportunities Fund is incorporated by reference to Post-Effective Amendment No. 37 to Registrant’s Registration Statement filed on December 29, 2009 (File No. 33-66528). |
|
|
|
|
(d)(vii) |
Sub-Advisory Agreement dated January 21, 2011 among the Registrant, BIM and Mondrian Investment Partners Limited (“Mondrian”) with respect to the Global Small & Mid Cap Fund is incorporated by reference to Post-Effective Amendment No. 40 to Registrant’s Registration Statement filed on February 28, 2011 (File No. 33-66528). |
|
|
|
|
(d)(viii) |
Amendment to Sub-Advisory Agreement dated September 24, 2008 among the Registrant, BIM and Dimensional is incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
|
|
|
|
(d)(ix) |
Second Amendment to Sub-Advisory Agreement dated March 4, 2009 among the Registrant, BIM and Dimensional is incorporated by reference to Post-Effective Amendment No. 37 to Registrant’s Registration Statement filed on December 29, 2009 (File No. 33-66528). |
|
|
|
|
(d)(x) |
Amendment No. 1 to Sub-Advisory Agreement dated April 1, 2009 among the Registrant, BIM and Shenkman is incorporated by reference to Post-Effective Amendment No. 37 to Registrant’s Registration Statement filed on December 29, 2009 (File No. 33-66528). |
|
|
|
|
(d)(xi) |
Fee Waiver Commitment Letter of BIM (relating to the Real Return Fund) dated October 15, 2008 is incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
|
|
|
|
(d)(xii) |
Fee Waiver Commitment Letter of BIM and Bessemer Trust Company, N.A. dated April 27, 2011 (relating to the U.S. Large Cap Fund, Non-U.S. Large Cap Fund, Global Small & Mid Cap Fund, Global Opportunities Fund, Fixed Income Fund, Municipal Bond Fund and Real Return Fund) is filed herewith. |
|
|
|
|
(e)(i) |
Underwriting Agreement between Registrant and BNY Mellon Distributors Inc. dated July 1, 2010 is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
|
|
|
|
(e)(ii) |
Form of Selling Agreement is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
|
|
|
|
(f) |
Not Applicable. |
|
|
|
|
(g)(i) |
Custody Agreement between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 1 to Registrant’s Registration Statement filed on October 5, 1993 (File No. 33-66528). |
|
|
|
|
(g)(ii) |
Amendment to Custodian Agreement dated May 2, 2001 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective |
|
|
|
|
|
Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
|
|
|
|
(g)(iii) |
Second Amendment to Custodian Agreement dated September 1, 2004 between Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 24 to Registrant’s Registration Statement filed on January 31, 2005 (File No. 33-66528). |
|
|
|
|
(g)(iv) |
Third Amendment to Custodian Agreement dated September 1, 2005 between Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement filed on February 28, 2006 (File No. 33-66528). |
|
|
|
|
(g)(v) |
Fourth Amendment to Custodian Agreement dated December 6, 2006 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 30 to Registrant’s Registration Statement filed on September 26, 2007 (File No. 33-66528). |
|
|
|
|
(g)(vi) |
Fifth Amendment to Custodian Agreement dated July 31, 2008 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 34 to Registrant’s Registration Statement filed on August 20, 2008 (File No. 33-66528). |
|
|
|
|
(g)(vii) |
Sixth Amendment to Custodian Agreement dated September 1, 2010 between the Registrant and Bessemer Trust Company is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
|
|
|
|
(g)(viii) |
Seventh Amendment to Custodian Agreement dated April 27, 2011 between the Registrant and Bessemer Trust Company is filed herewith. |
|
|
|
|
(g)(ix) |
Global Custodial Services Agreement dated March 16, 2005 between Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). |
|
|
|
|
(g)(x) |
Amended Schedule to Global Custodial Services Agreement dated November 7, 2007 between Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 32 to Registrant’s Registration Statement filed on November 9, 2007 (File No. 33-66528). |
|
|
|
|
(g)(xi) |
First Amendment to Custodian Agreement dated December 1, 2006 between the Registrant and Citibank, N.A. is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). |
|
|
|
|
(g)(xii) |
Third Amendment to Custodian Agreement dated July 31, 2008 between the Registrant and Citibank, N.A., is incorporated by reference to Post-Effective |
|
|
|
|
|
Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
|
|
|
|
(g)(xiii) |
Fourth Amendment to Custodian Agreement dated April 27, 2011 between the Registrant and Citibank, N.A., is filed herewith. |
|
|
|
|
(g)(xiv) |
Amended Schedule to Global Custodial Services Agreement dated May 11, 2011 between the Registrant and Citibank, N.A., is filed herewith. |
|
|
|
|
(g)(xv) |
Fee Waiver Commitment Letter of Citibank (relating to the Real Return Fund) dated July 23, 2008 is incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
|
|
|
|
(h)(i) |
Administrative Oversight, Supervision and Coordination Services Agreement dated September 1, 2010 between the Registrant and Bessemer Trust Company, N.A. is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
|
|
|
|
(h)(ii) |
Administration and Accounting Services Agreement dated April 3, 2006 between the Registrant and BNY Mellon Investment Servicing (US) Inc. (formerly, PNC Global Investment Servicing (U.S.) Inc.) (“BNY Mellon”) is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
|
|
|
|
(h)(iii) |
Amended and Restated Exhibits to Administration and Accounting Services Agreement dated November 12, 2007 between the Registrant and BNY Mellon are incorporated by reference to Post-Effective Amendment No. 32 to Registrant’s Registration Statement filed on November 9, 2007 (File No. 33-66528). |
|
|
|
|
(h)(iv) |
Financial Statement Typesetting Services Amendment to Administration and Accounting Services Agreement dated January 27, 2011 between the Registrant and BNY Mellon is filed herewith. |
|
|
|
|
(h)(v) |
Fee Waiver Commitment Letter of BNY Mellon (relating to the Real Return Fund) is incorporated by reference to Post-Effective Amendment No. 36 to Registrant’s Registration Statement filed on February 25, 2009 (File No. 33-66528). |
|
|
|
|
(h)(vi) |
Transfer Agency Services Agreement dated April 3, 2006 between the Registrant and BNY Mellon is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
|
|
|
|
(h)(vii) |
Amended and Restated Exhibit to Transfer Agency Services Agreement dated November 12, 2007 between the Registrant and BNY Mellon is incorporated by |
|
|
|
|
|
reference to Post-Effective Amendment No. 32 to Registrant’s Registration Statement filed on November 9, 2007 (File No. 33-66528). |
|
|
|
|
(h)(viii) |
Participation Agreement dated January 25, 2008 among the Registrant, iShares Trust and iShares, Inc. is incorporated by reference to Post-Effective Amendment No. 33 to Registrant’s Registration Statement filed on February 28, 2008. |
|
|
|
|
(i) |
Not applicable. |
|
|
|
|
(j) |
Not applicable. |
|
|
|
|
(k) |
Not Applicable. |
|
|
|
|
(l) |
Not Applicable. |
|
|
|
|
(m)(i) |
Shareholder Servicing Plan on behalf of the Funds (including Form of Shareholder Servicing Agreement between the Registrant and Bessemer Trust Company, N.A. and Form of Shareholder Sub-Servicing Agreement) is incorporated by reference to Post-Effective Amendment No. 28 to Registrant’s Registration Statement filed on March 1, 2007 (File No. 33-66528). |
|
|
|
|
(m)(ii) |
Amended Appendix A to Shareholder Servicing Plan dated September 1, 2010 is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
|
|
|
|
(m)(iii) |
First Amendment to Shareholder Servicing Agreement dated September 1, 2010 between the Registrant and Bessemer Trust Company, N.A. is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
|
|
|
|
(n) |
Not Applicable. |
|
|
|
|
(o) |
Reserved. |
|
|
|
|
(p)(i) |
Code of Ethics of the Registrant as amended May 14, 2007 is incorporated by reference to Post-Effective Amendment No. 32 to Registrant’s Registration Statement filed on November 9, 2007 (File No. 33-66528). |
|
|
|
|
(p)(ii) |
Code of Ethics of BIM and its affiliates is incorporated by reference to Post-Effective Amendment No. 25 to Registrant’s Registration Statement filed on March 16, 2005 (File No. 33-66528). |
|
|
|
|
(p)(iii) |
Code of Conduct of BNY Mellon Distributors Inc. is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
|
|
|
|
(p)(iv) |
Code of Ethics of Dimensional is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
|
|
|
|
(p)(v) |
Code of Ethics of Champlain is incorporated by reference to Post-Effective Amendment No. 26 to Registrant’s Registration Statement filed on February 28, 2006 (File No. 33-66528). |
|
|
|
|
(p)(vi) |
Code of Ethics of Franklin is incorporated by reference to Post-Effective Amendment No. 39 to Registrant’s Registration Statement filed on August 31, 2010 (File No. 33-66528). |
|
|
|
|
(p)(vii) |
Code of Ethics of Shenkman is incorporated by reference to Post-Effective Amendment No. 35 to Registrant’s Registration Statement filed on October 20, 2008 (File No. 33-66528). |
|
|
|
|
(p)(viii) |
Code of Ethics of BlackRock is incorporated by reference to Post-Effective Amendment No. 37 to Registrant’s Registration Statement filed on December 29, 2009 (File No. 33-66528). |
|
|
|
|
(p)(ix) |
Code of Ethics of Mondrian is incorporated by reference to Post-Effective Amendment No. 40 to Registrant’s Registration Statement filed on February 28, 2011 (File No. 33-66528). |
|
|
|
|
(q)(i) |
Power of Attorney of Patricia L. Francy is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
|
|
|
|
(q)(ii) |
Power of Attorney of Marc D. Stern is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
|
|
|
|
(q)(iii) |
Power of Attorney of Eugene P. Beard is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
|
|
|
|
(q)(iv) |
Power of Attorney of Robert M. Kaufman is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
|
|
|
|
(q)(v) |
Power of Attorney of John R. Whitmore is incorporated by reference to Post-Effective Amendment No. 27 to Registrant’s Registration Statement filed on December 14, 2006 (File No. 33-66528). |
|
|
|
|
(q)(vi) |
Power of Attorney of Stephen M. Watson is incorporated by reference to Post-Effective Amendment No. 29 to Registrant’s Registration Statement filed on August 24, 2007 (File No. 33-66528). |
|
|
|
|
(q)(vii) |
Power of Attorney of Peter C. Artemiou is incorporated by reference to Post-Effective Amendment No. 36 to Registrant’s Registration Statement filed on February 25, 2009 (File No. 33-66528). |
|
|
|
|
ITEM 29. |
PERSONS CONTROLLED BY OR UNDER COMMON CONTROL WITH THE REGISTRANT |
OWF Real Return Fund Ltd., a wholly-owned subsidiary of Old Westbury Real Return Fund organized under the laws of the Cayman Islands.
|
|
|
|
ITEM 30. |
INDEMNIFICATION |
Response is incorporated by reference to Registrant’s Post-Effective Amendment No. 7 to Registrant’s Registration Statement filed on February 26, 1997.
|
|
|
|
ITEM 31. |
BUSINESS AND OTHER CONNECTIONS OF INVESTMENT ADVISER |
BIM (the “Adviser”) manages the Fund’s assets, including buying and selling portfolio securities. The Adviser’s address is 630 Fifth Avenue, New York, New York 10111.
The Adviser is an affiliate of Bessemer Trust Company and a subsidiary of Bessemer Trust Company, N.A. which is a subsidiary of The Bessemer Group, Incorporated.
Information regarding the directors and officers of the Adviser is included in the Adviser’s Form ADV (SEC Number 801-60185) on file with the Securities and Exchange Commission (“SEC”) and is incorporated by reference.
Dimensional is a sub-adviser to the Global Small & Mid Cap Fund. Information regarding the directors and officers of Dimensional is included in Dimensional’s Form ADV on file with the SEC and is incorporated by reference.
Champlain is a sub-adviser to the Global Small & Mid Cap Fund. Information regarding the directors and officers of Champlain is included in Champlain’s Form ADV on file with the SEC and is incorporated by reference.
Franklin is a sub-adviser to the Global Opportunities Fund. Information regarding the directors and officers of Franklin is included in Franklin’s Form ADV on file with the SEC and is incorporated by reference.
Shenkman is a sub-adviser to the Global Opportunities Fund. Information regarding the directors and officers of Shenkman is included in Shenkman’s Form ADV on file with the SEC and is incorporated by reference.
BlackRock is a sub-adviser to the Global Opportunities Fund. Information regarding the directors and officers of BlackRock is included in BlackRock’s Form ADV on file with the SEC and is incorporated by reference.
Mondrian is a sub-adviser to the Global Small & Mid Cap Fund. Information regarding the directors and officers of Mondrian is included in Mondrian’s Form ADV on file with the SEC and is incorporated by reference.
ITEM 32. PRINCIPAL UNDERWRITER
|
|
|
|
|
|
|
(a) |
BNY Mellon Distributors Inc. (“the Distributor”) is registered with the Securities and Exchange Commission as a broker-dealer and is a member of the FINRA. As of February 1, 2011, the Distributor acted as principal underwriter for the following investment companies: |
|
|
|
|
|
|
|
|
|
|
Aston Funds |
|
|
|
|
E.I.I. Realty Securities Trust |
|
|
|
|
FundVantage Trust |
|
|
|
|
GuideStone Funds |
|
|
|
|
Highland Floating Rate Fund |
|
|
|
|
Highland Floating Rate Advantage Fund |
|
|
|
|
Highland Funds I |
|
|
|
|
The Industry Leaders Fund |
|
|
|
|
Kalmar Pooled Investment Trust |
|
|
|
|
Matthews International Funds, dba Matthews Asia Funds |
|
|
|
|
Metropolitan West Funds |
|
|
|
|
The Motley Fool Funds Trust |
|
|
|
|
New Alternatives Fund, Inc. |
|
|
|
|
Old Westbury Funds, Inc. |
|
|
|
|
The RBB Fund, Inc. |
|
|
|
|
Stratton Multi-Cap Fund, Inc. |
|
|
|
|
Stratton Real Estate Fund, Inc. |
|
|
|
|
The Stratton Funds, Inc. |
|
|
|
|
The Torray Fund |
|
|
|
|
|
|
|
(b) |
The Distributor is a Massachusetts corporation located at 760 Moore Road, King of Prussia, PA 19406. The Distributor is a wholly-owned subsidiary of BNY Mellon Distributors Holdings Inc., a wholly-owned subsidiary of The Bank of New York Mellon Corporation, a publicly traded company. |
|
|
|
|
|
|
|
|
|
The following is a list of the directors and executive officers of the Distributor: |
|
Board of Directors
|
|
|
|
|
|
|
|
|
Name |
|
Position |
|
Effective Date |
|
|
|
|
|
|
|
|
|
Michael DeNofrio |
|
Director |
|
April 26, 2007 |
|
|
Steven Turowski |
|
Director |
|
August 30, 2007 |
|
|
John F. Fulgoney |
|
Director |
|
January 11, 2011 |
|
|
Dennis J. Westley |
|
Director |
|
March 4, 2008 |
Officers
|
|
|
|
|
|
|
|
|
Name |
|
Position(s) with Distributor |
|
Effective Date |
|
|
|
|
|
|
|
|
|
John F. Fulgoney |
|
President and Chief Executive Officer |
|
January 18, 2011 |
|
|
Bruno Di Stefano |
|
Vice President |
|
April 11, 2007 |
|
|
Susan K. Moscaritolo |
|
Vice President, Secretary and Clerk |
|
VP - April 11, 2007 |
|
|
|
|
|
|
Secretary and Clerk – May 29, 2007 |
|
|
Matthew O. Tierney |
|
Treasurer and Financial Operations Principal, Chief Financial Officer |
|
August 19, 2008 |
|
|
Felicia Antonio |
|
Chief Compliance Officer |
|
August 27, 2010 |
|
|
Jodi Jamison |
|
Chief Legal Officer |
|
April 11, 2007 |
|
|
Ellen C. Krause |
|
Chief Risk Officer |
|
March 26, 2009 |
|
|
Maria C. Schaffer |
|
Controller and Assistant Treasurer |
|
April 11, 2007 |
|
|
John J. Munera |
|
Anti-Money Laundering Officer |
|
April 11, 2007 |
|
|
Ronald Berge |
|
Assistant Vice President |
|
April 11, 2007 |
|
|
Dianna A. Stone |
|
Assistant Secretary and Assistant Clerk |
|
November 27, 2007 |
|
|
Kevin D. Peterson |
|
Assistant Treasurer – Tax |
|
July 1, 2010 |
|
|
Gary E. Abbs |
|
Assistant Treasurer – Tax |
|
July 1, 2010 |
|
|
Joanne S. Huber |
|
Assistant Treasurer – Tax |
|
July 1, 2010 |
|
|
Barbara J. Parrish |
|
Assistant Secretary |
|
July 1, 2010 |
|
|
Mary Lou Olinski |
|
Assistant Secretary |
|
July 1, 2010 |
|
|
Cristina Rice |
|
Assistant Secretary |
|
July 1, 2010 |
|
|
|
|
(c) |
Not Applicable |
|
|
|
|
ITEM 33. |
LOCATION OF ACCOUNTS AND RECORDS |
All accounts and records required to be maintained by Section 31(a) of the Investment Company Act of 1940 and Rules 31a-1 through 31a-3 promulgated thereunder are maintained at the following locations:
|
|
|
|
(1) |
BNY Mellon Investment Servicing (US) Inc., Bellevue Corporate Center, 301 Bellevue Parkway, Wilmington, Delaware 19809 (records relating to its functions as administrative agent). |
|
|
|
|
(2) |
BNY Mellon Investment Servicing (US) Inc., 760 Moore Road, Valley Forge, Pennsylvania 19406 (records relating to its functions as accounting, administrative, transfer agent and dividend disbursing agent). |
|
|
|
|
(3) |
BNY Mellon Distributors Inc., 760 Moore Road, Valley Forge, Pennsylvania 19406. (records relating to its functions as underwriter). |
|
|
|
|
(4) |
Bessemer Trust Company, 100 Woodbridge Center, Woodbridge, New Jersey 07095 (records relating to its functions as custodian). |
|
|
|
|
(5) |
Citibank, N.A., 388 Greenwich Street, 14 th Floor, New York, New York 10013 (records relating to its function as custodian). |
|
|
|
|
(6) |
Bessemer Investment Management LLC, 630 Fifth Avenue, New York, New York 10111 (records relating to its functions as investment adviser). |
|
|
|
|
(7) |
Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, Texas 78746 (records relating to its function as sub-adviser to the Global Small & Mid Cap Fund,). |
|
|
|
|
(8) |
Champlain Investment Partners, LLC, 346 Shelburne Road, Burlington, Vermont 05401 (records relating to its function as sub-adviser to the Global Small & Mid Cap Fund,). |
|
|
|
|
(9) |
Franklin Advisers, Inc., One Franklin Parkway, San Mateo, California 94403 (records relating to its function as sub-adviser to the Global Opportunities Fund). |
|
|
|
|
(10) |
Shenkman Capital Management, Inc., 461 Fifth Avenue, New York, New York 10017 (records relating to its function as sub-adviser to the Global Opportunities Fund). |
|
|
|
|
(11) |
BlackRock Financial Management, Inc., 40 East 52 nd Street, New York, New York 10022 (records relating to its function as sub-adviser to the Global Opportunities Fund). |
|
|
|
|
(12) |
Mondrian Investment Partners Limited, 10 Gresham Street, London EC2V 7JD (records relating to its function as sub-adviser to the Global Small & Mid Cap Fund). |
|
|
|
|
ITEM 34. |
MANAGEMENT SERVICES |
Not Applicable.
|
|
|
|
ITEM 35. |
UNDERTAKINGS |
Not Applicable.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it meets all of the requirements for effectiveness of this Amendment to the Registration Statement on Form N-1A, pursuant to Rule 485(b) under the 1933 Act, and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, duly authorized, in the City of New York, State of New York, on the 8 th day of June, 2011.
|
|
|
|
|
|
OLD WESTBURY FUNDS, INC. |
|
|
|
|
|
|
|
By: |
|
|
|
|
|
|
|
|
Marc D. Stern, President* |
Pursuant to the requirements of the 1933 Act, this Amendment to the registration statement has been signed below by the following persons in the capacities indicated on the 8 th day of June, 2011.
|
|
|
|
|
|
|
Name |
|
Title |
|
Date |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
President* |
|
June 8, 2011 |
|
|
|
|
|
|
|
Marc D. Stern |
|
|
|
|
|
|
|
|
|
|
|
|
|
Director* |
|
June 8, 2011 |
|
|
|
|
|
|
|
Patricia Francy |
|
|
|
|
|
|
|
|
|
|
|
|
|
Director* |
|
June 8, 2011 |
|
|
|
|
|
|
|
Robert M. Kaufman |
|
|
|
|
|
|
|
|
|
|
|
|
|
Director* |
|
June 8, 2011 |
|
|
|
|
|
|
|
Eugene P. Beard |
|
|
|
|
|
|
|
|
|
|
|
|
|
Director* |
|
June 8, 2011 |
|
|
|
|
|
|
|
John R. Whitmore |
|
|
|
|
|
|
|
|
|
|
|
|
|
Director* |
|
June 8, 2011 |
|
|
|
|
|
|
|
Stephen M. Watson |
|
|
|
|
|
|
|
|
|
|
|
|
|
Treasurer, Principal Financial Officer* |
|
June 8, 2011 |
|
|
|
|
|
|
|
Peter C. Artemiou |
|
|
|
|
|
|
|
|
|
*By: |
/s/ Steven Williamson |
|
|
|
|
|
|
|
Steven L. Williamson |
|
|
|
As Attorney-in-Fact |
|
|
|
June 8, 2011 |
|
EXHIBIT INDEX
Exhibit 99.28(d)(xii)
April 27, 2011
Mr. Peter C.
Artemiou
Old Westbury Funds, Inc.
760 Moore Road
King of Prussia, PA 19406
|
|
|
|
|
|
Re: |
Waiver of Certain Investment Advisory Fees and Shareholder Servicing Fees |
Dear Mr. Artemiou:
The following letter amends and restates that certain letter dated January 27, 2011 (the “Amended Letter”) pertaining to the commitments of Bessemer Investment Management LLC (“BIM”) and Bessemer Trust Company, N.A. (“BTNA”) to waive certain investment advisory fees and shareholder servicing fees for various series of Old Westbury Fund, Inc. (the “Corporation”). Pursuant to the terms of this letter, the Amended Letter is amended to change the waiver of certain Investment Advisory Fees (as defined below) to exclude dividend expenses associated with securities sold short. The other commitments listed herein are identical to those set forth in the Amended Letter.
This sets forth the commitments of BIM and BTNA to waive certain investment advisory fees and shareholder servicing fees for various series of the Corporation. Specifically, BIM commits to waive certain investment advisory fees for the U.S. Large Cap Fund, Non-U.S. Large Cap Fund, Global Small & Mid Cap Fund, Global Opportunities Fund, Fixed Income Fund, Municipal Bond Fund and Real Return Fund (collectively, the “Funds”) and BTNA commits to waive certain shareholder servicing fees for the Fixed Income Fund and Municipal Bond Fund, on the basis described below.
Investment Advisory Fee Waivers
As you are aware, BIM serves as the investment adviser for the U.S. Large Cap Fund, Non-U.S. Large Cap Fund, Global Small & Mid Cap Fund, Global Opportunities Fund, Fixed Income Fund, Municipal Bond Fund and Real Return Fund pursuant to an investment advisory agreement (the “Investment Advisory Agreement”). Under the Investment Advisory Agreement, the U.S. Large Cap Fund, Non-U.S. Large Cap Fund, Global Small & Mid Cap Fund, Global Opportunities Fund, Fixed Income Fund, Municipal Bond Fund and Real Return Fund each have agreed to pay BIM the following fees for providing investment advisory services to the Funds (the “Investment Advisory Fees”):
Investment Advisory Fees:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First $500
|
|
Second
|
|
Average
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
U.S. Large Cap Fund |
|
|
0.70 |
% |
|
0.65 |
% |
|
0.60 |
% |
|
Non-U.S. Large Cap Fund |
|
|
0.80 |
% |
|
0.75 |
% |
|
0.70 |
% |
|
Fixed Income Fund |
|
|
0.45 |
% |
|
0.40 |
% |
|
0.35 |
% |
|
Municipal Bond Fund |
|
|
0.45 |
% |
|
0.40 |
% |
|
0.35 |
% |
|
|
|
|
|
|
|
|
|
Average net assets |
|
|
|
|
|
|
|
|
|
Global Small & Mid Cap Fund |
|
|
0.85 |
% |
|
|
|
|
|
|
|
Real Return Fund |
|
|
0.85 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
First $1.25
|
|
Next $1.25
|
|
Average
|
|
|||
|
|
|
|
|
|
|
|
|
|||
|
Global Opportunities Fund |
|
|
1.10 |
% |
|
1.05 |
% |
|
1.00 |
% |
BIM hereby commits to waive a portion of the Investment Advisory Fees it is entitled to receive from each such Fund to the extent necessary to maintain the net operating expense ratio, excluding Fund transaction costs, investment interest expense, dividend expenses associated with securities sold short, acquired fund fees and expenses and after the application of any other waivers of expenses (including the shareholder servicing fee waivers described below), of the U.S. Large Cap Fund at 1.00%, Non-U.S. Large Cap Fund at 1.05%, Fixed Income Fund at 0.70%, Municipal Bond Fund at 0.70%, Global Small & Mid Cap Fund at 1.11%, Global Opportunities Fund at 1.20% and Real Return Fund at 1.10% (each an “Investment Advisory Fee Waiver”).
Shareholder Servicing Fee Waivers
As you are also aware, BTNA serves as the shareholder servicing agent for the Fixed Income Fund and Municipal Bond Fund pursuant to a shareholder servicing agreement (the “Shareholder Servicing Agreement”). Under the Shareholder Servicing Agreement, as amended, the Fixed Income Fund and Municipal Bond Fund each shall pay BTNA 0.2% of its average daily net assets as compensation for BTNA providing shareholder support services to such fund (the “Shareholder Servicing Fee”). BTNA hereby commits to waive a portion of the Shareholder Servicing Fee that it receives from each of the Fixed Income Fund and the Municipal Bond Fund to the extent necessary to maintain a maximum Shareholder Servicing Fee for each such fund at 0.1% (each a “Shareholder Servicing Fee Waiver”).
|
|
|
|
|
Terms of Investment Advisory Fee Waivers and Shareholder Servicing Fee Waivers |
Each Investment Advisory Fee Waiver and Shareholder Servicing Fee Waiver described above (each a “Committed Fee Waiver”) will be in effect through October 31, 2012. BIM and BTNA both acknowledge and understand that each Committed Fee Waiver is a binding legal obligation on which the Funds will rely. Each Committed Fee Waiver shall renew automatically, on the same terms, for a period of one year from the expiration of the Committed Fee Waiver, unless prior to such expiration, BIM or BTNA provides notice to the Board of Directors of the Corporation of its intention not to renew the Committed Fee Waiver.
This letter supersedes all prior fee waiver commitment letters among the parties with respect to the Funds.
|
|
|
|
|
|
Very truly yours, |
|
|
|
|
|
|
|
BESSEMER INVESTMENT MANAGEMENT LLC |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Marc D. Stern |
|
|
|
|
|
|
Name: Marc D. Stern |
|
|
|
Title: President |
|
|
|
|
|
|
|
|
|
|
|
BESSEMER TRUST COMPANY, N.A. |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ John G. MacDonald |
|
|
|
|
|
|
Name: John G. MacDonald |
|
|
|
Title: Managing Director and Chief Financial Officer |
|
|
|
|
|
|
Accepted and agreed: |
|
|
|
|
|
|
|
OLD WESTBURY FUND, INC. |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Peter C. Artemiou |
|
|
|
|
|
|
Name: Peter C. Artemiou |
|
|
|
Title: Vice President & Treasurer |
|
|
Exhibit 99. 28(g)(viii)
SEVENTH AMENDMENT TO CUSTODIAN AGREEMENT
THIS SEVENTH AMENDMENT TO CUSTODIAN AGREEMENT dated as of April 27, 2011 by and between OLD WESTBURY FUNDS, INC., a Maryland corporation (the “Fund”), and BESSEMER TRUST COMPANY, a New Jersey state chartered bank (“Bessemer”).
W I T N E S S E T H:
WHEREAS , the Fund and Bessemer are parties to that certain Custodian Agreement dated as of October 12, 1993, as amended as of May 2, 2001, September 1, 2004, September 1, 2005, December 6, 2006, July 31, 2008 and September 1, 2010 (as so amended, the “Custodian Agreement”), pursuant to which Bessemer serves as custodian or co-custodian for certain series of the Fund; and
WHEREAS, the Fund and Bessemer desire to amend the Custodian Agreement to modify the custodial services provided to the Global Small & Mid Cap Fund with respect to securities directly managed by Bessemer Investment Management LLC and other property that are held by the Global Small & Mid Cap Fund;
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
1. Paragraph 1 of the Custodian Agreement is hereby amended by replacing its first sentence with the following:
|
|
|
|
|
“The Fund hereby appoints Bessemer to act as custodian of the portfolio securities, cash and other property for each series of the Fund set forth in Appendix A attached hereto, as such Appendix may be amended from time to time, for the period and on the terms set forth in this Agreement, except that (i) for the Real Return Fund, Bessemer will act as custodian only for the coins or bullion or other forms of precious metals held by the Real Return Fund, and (ii) for the Global Small & Mid Cap Fund, Bessemer will act as custodian only with respect to (A) equity securities of U.S. companies (other than exchange-traded funds) and securities in the form of depositary receipts directly managed by Bessemer Investment Management LLC, (B) income, other payments and distributions issued with respect to such securities, (C) proceeds of the sale of such securities, and (D) cash, cash equivalents and money market instruments received and held by Bessemer from time to time on behalf of the Global Small & Mid Cap Fund.” |
2. The Custodian Agreement, as expressly amended hereby, shall continue in full force and effect.
3. This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Seventh Amendment to the Custodian Agreement to be executed by their respective officers as of the day and year first written above.
|
|
|
|
|
|
|
OLD WESTBURY FUNDS, INC. |
||
|
|
|
|
|
|
|
By: |
/s/ Peter C. Artemiou |
|
|
|
|
|
|
|
|
|
Peter C. Artemiou |
|
|
|
|
Vice President & Treasurer |
|
|
|
|
|
|
|
|
BESSEMER TRUST COMPANY |
||
|
|
|
|
|
|
|
By: |
/s/ John G. MacDonald |
|
|
|
|
|
|
|
|
|
John G. MacDonald |
|
|
|
|
Managing Director and Chief Financial Officer |
|
Exhibit 99.28(g)(xiii)
FOURTH AMENDMENT TO CUSTODIAN AGREEMENT
THIS FOURTH AMENDMENT TO CUSTODIAN AGREEMENT dated as of April 27, 2011 by and between OLD WESTBURY FUNDS, INC., a Maryland corporation and an open-end management investment company registered with the Securities and Exchange commission under the Investment Company Act of 1940, as amended (the “Client”), and CITIBANK, N.A., acting through its offices located in New York, New York (the “Custodian”).
W I T N E S S E T H:
WHEREAS, the Client and the Custodian are parties to that certain Global Custodial Services Agreement dated as of March 16, 2005, as amended as of December 6, 2006, November 7, 2007, and July 31, 2008 (the “Custodian Agreement”), pursuant to which the Custodian serves as the custodian for certain series of the Client, including the Old Westbury Global Small & Mid Cap Fund (“Global Small & Mid Cap Fund”); and
WHEREAS, the Client and the Custodian desire to amend the Custodian Agreement to modify the provision of custodial services to the Global Small & Mid Cap Fund with respect to securities directly managed by Bessemer Investment Management LLC and other financial assets that are held by the Global Small & Mid Cap Fund;
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
1. Paragraph 1(A) of the Custodian Agreement is hereby amended by replacing the definition of “Securities” with the following:
“Securities” means any financial asset (other than Cash) from time to time held for the Client on the terms of this Agreement, excluding (i) coins or bullion or other forms of precious metals held by the Real Return Fund and (ii) equity securities of U.S. companies (other than exchange-traded funds) and securities in the form of depositary receipts directly managed by Bessemer Investment Management LLC held by the Global Small & Mid Cap Fund.”
2. The Custodian Agreement, as expressly amended hereby, shall continue in full force and effect.
3. This Amendment may be executed in counterparts, each of which shall be an original but all of which, taken together, shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Fourth Amendment to the Custodian Agreement to be executed by their respective officers as of the day and year first written above.
|
|
|
|
|
|
|
OLD WESTBURY FUNDS, INC. |
|
|
|
|
|
|
|
|
|
By: |
/s/ Marc D. Stern |
|
|
|
|
|
|
|
|
|
Name: Marc D. Stern |
|
|
|
|
Title: President |
|
|
|
|
|
|
|
|
CITIBANK, N.A. |
|
|
|
|
|
|
|
|
|
By: |
/s/ Peter Verduin |
|
|
|
|
|
|
|
|
|
Name: Peter Verduin |
|
|
|
|
Title: Managing Director |
|
Exhibit 99.28(g)(xiv)
Updated SCHEDULE A to GCSA
Old
Westbury Global Small & Mid Cap Fund
Old Westbury Real Return Fund
Old Westbury Global Opportunities Fund
|
|
|
|
|
|
Old Westbury Funds Inc. |
|
|
|
|
|
|
|
By: |
/s/ Marc D. Stern |
|
|
|
|
|
|
Name: Marc D. Stern |
|
|
|
Title: President |
|
|
|
|
|
|
|
Citibank, N.A. |
|
|
|
|
|
|
|
By: |
/s/ Peter Verduin |
|
|
|
|
|
|
Name: Peter Verduin |
|
|
|
Title: Managing Director |
|
Amended May 11, 2011
Exhibit 99.28(h)(iv)
FINANCIAL STATEMENT TYPESETTING SERVICES
AMENDMENT
TO
ADMINISTRATION AND ACCOUNTING SERVICES AGREEMENT
This Financial Statement Typesetting Services Amendment by and between OLD WESTBURY FUNDS, INC. (the “Fund”) and BNY MELLON INVESTMENT SERVICING (US) INC. (formerly PFPC Inc.) (the “Administrator”) is effective as of January 27, 2011.
BACKGROUND:
|
|
|
|
A. |
The Fund and the Administrator are parties to an Administration and Accounting Services Agreement dated as of April 3, 2006, as amended (the “Agreement”). This Amendment is an amendment to the Agreement. |
|
|
|
|
B. |
The Fund and the Administrator wish to amend the Agreement regarding the financial statement typesetting services provided by the Administrator to the Fund. |
|
|
|
|
C. |
This Background section is hereby incorporated by reference in and made a part of this Amendment. |
TERMS:
The Fund and the Administrator hereby agree that:
|
|
|
|
|
|
|
1. |
The Administrator has entered into an agreement with a financial printer (the “Print Vendor”) for the Print Vendor to provide to the Administrator the ability to generate semi-annual shareholder reports on Form N-CSR and quarterly shareholder reports on Form N-Q (collectively “Financial Reports”) for its clients, including the Fund. The Administrator will inform the Fund in writing of the identity of the Print Vendor, and the Fund is free to attempt to contract directly with the Print Vendor for the provision of the services described in Section 2 of this Amendment. |
|
|
|
|
|
|
|
|
2. |
The Administrator shall provide the following services to the Fund: |
|
|
|
|
|
|
|
|
|
2.1 |
Pursuant to this Amendment, the Administrator will, or will cause the Print Vendor to, as applicable for the particular Financial Report: (i) create financial compositions for Financial Reports and the related EDGAR files; (ii) maintain country codes, industry class codes, security class codes and state codes; (iii) map individual general ledger accounts into master accounts to be displayed in the Financial Reports; (iv) create components that will specify the proper grouping and sorting for display of portfolio information; (v) create components that will specify the proper calculation and display of financial data required for each Financial Report (except for identified manual entries, which the Administrator will enter); (vi) |
1
|
|
|
|
|
|
|
|
|
process, convert and load security and general ledger data; and (vii) include in the Financial Report shareholder letters, Management Discussion and Analysis (“MD&A”) commentary, notes on performance, notes to financials, report of independent auditors, Fund management listing, service providers listing and Fund spectrums (with respect to the items in this sub-section (vii), other than the notes to financial statements, the Administrator relies on materials provided by parties external to the Administrator). |
|
|
|
|
|
|
|
|
2.2 |
Pursuant to this Amendment, the Administrator will, or will cause the Print Vendor to, perform document publishing to include the ability to output both print-ready PDF files and EDGAR ASCII files. An EDGAR ASCII filing will be limited to one EDGAR ASCII filing per Financial Report. Unless mutually agreed in writing between the Administrator and the Fund, the Administrator will use the same layout, for production data, for every successive reporting period. |
|
|
|
|
|
|
|
|
2.3 |
Pursuant to this Amendment, the Administrator will use the Print Vendor’s system to generate, or cause the Print Vendor to generate, Financial Reports, which shall include as applicable: (i) front/back cover; (ii) table of contents; (iii) shareholder letter; (iv) MD&A commentary; (v) sector weighting graphs/tables; (vi) disclosure of Fund expenses; (vii) schedules of investments; (viii) statement of net assets; (ix) statements of assets and liabilities; (x) statements of operation; (xi) statements of changes; (xii) statements of cash flows; (xiii) financial highlights; (xiv) notes to financial statements; (xv) report of independent registered public accounting firm; (xvi) tax information; (xvii) other portions of the Financial Reports if mutually agreed in writing between the Administrator and the Fund; and (xviii) additional Fund information as mutually agreed in writing between the Administrator and the Fund. |
|
|
|
|
|
|
|
3. |
The Fund shall review and comment on, and, as the Fund deems necessary, cause its counsel and accountants to review and comment on, all Financial Reports, and the Fund shall provide final sign-off. Absent final sign-off by the Fund, the Administrator shall not have responsibility to produce the affected Financial Report. |
|
|
|
|
|
|
|
|
4. |
Neither this Amendment nor the Agreement, nor the provision of services set forth in either, establishes or is intended to establish an attorney-client relationship between the Administrator and the Fund or any other person. |
|
|
|
|
|
|
|
|
5. |
As compensation for the services rendered by the Administrator as set forth in Section 2 of this Amendment, the Fund will pay to the Administrator such fees as may be agreed to in writing by the Fund and the Administrator (“Print Vendor Fee”). In turn, the Administrator is responsible for paying to the Print Vendor the fees charged to the Administrator by the Print Vendor. The Fund |
|
2
|
|
|
|
|
|
|
|
acknowledges that the Print Vendor Fee will be higher than the fees charged to the Administrator by the Print Vendor, in recognition of the oversight and other services provided by the Administrator in connection with the services provided by the Print Vendor. The Administrator undertakes to inform the Fund of the amount of the Print Vendor Fee retained by it and shall apprise the Fund of any change in this amount. |
|
|
|
|
|
|
|
|
|
The Fund hereby represents and warrants to the Administrator that the terms of this Amendment, including all fees and expenses, have been fully disclosed to the Board of Directors of the Fund and that, if required by applicable law, such Board of Directors has approved or will approve the terms of this Amendment and all such fees and expenses. |
|
|
|
|
|
|
|
|
6. |
A party may terminate this Amendment on ten (10) days written notice to the other party. Termination of this Amendment shall not constitute a waiver of any rights, obligations or remedies of a party with respect to services performed prior to such termination of the Amendment. Termination of this Amendment shall not terminate the Agreement. |
|
|
|
|
|
|
|
|
7. |
The Administrator shall not be obligated to perform the services described in Section 2 of this Amendment unless an agreement between the Administrator and the Print Vendor for the provision of such services is then-currently in effect. |
|
|
|
|
|
|
|
|
8. |
Miscellaneous . |
|
|
|
|
|
|
|
|
|
(a) |
As amended by this Amendment, all terms and conditions of the Agreement are ratified and affirmed as of the effective date hereof. |
|
|
|
|
|
|
|
|
(b) |
This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The facsimile signature of any party to this Amendment shall constitute the valid and binding execution hereof by such party. |
3
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the date and year first above written.
OLD WESTBURY FUNDS, INC.
|
|
|
|
|
By: |
/s/ Marc D. Stern |
|
|
|
|
|
|
|
|
|
|
Name: |
Marc D. Stern |
|
|
|
|
|
|
|
|
|
|
Title: |
President |
|
|
|
|
|
BNY MELLON INVESTMENT SERVICING (US) INC.
|
|
|
|
|
By: |
/s/ Jay F. Nusblatt |
|
|
|
|
|
|
|
|
|
|
Name: |
Jay F. Nusblatt |
|
|
|
|
|
|
|
|
|
|
Title: |
Managing Director |
|
|
|
|
|
4