AMENDMENT No. 4 TO INVESTMENT ADVISORY AGREEMENT
Exhibit 99.28(d)(v)
AMENDMENT No. 4 TO INVESTMENT ADVISORY AGREEMENT
This AMENDMENT No. 4 to the Investment Advisory Agreement (as defined below) is made and effective as of ____________, 2016 (the “Amendment”), by and between OLD WESTBURY FUNDS, INC. (the “Fund”) and BESSEMER INVESTMENT MANAGEMENT LLC (the “Adviser”). Terms not otherwise defined herein shall have the meanings ascribed thereto in the Investment Advisory Agreement.
WHEREAS, the Fund and the Adviser are parties to the Investment Advisory Agreement, dated as of September 1, 2010, as amended (the “Investment Advisory Agreement”), pursuant to which the Adviser provides investment advisory services to the Portfolios; and
WHEREAS, the Fund and the Adviser desire to amend the Investment Advisory Agreement to reflect (i) the name change of Old Westbury Large Cap Core Fund to “Old Westbury All Cap Core Fund” and (ii) the change in investment advisory fees payable under the Investment Advisory Agreement with respect to Old Westbury All Cap Core Fund.
NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:
1. Schedule A to the Investment Advisory Agreement is hereby deleted in its entirety and replaced with Schedule A hereto.
2. The Investment Advisory Agreement, as expressly amended hereby, shall continue in full force and effect.
3. This Amendment may be executed in counterpart, 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 Amendment to be executed by their respective officers as of the date first written above.
| OLD WESTBURY FUNDS, INC. | |||
| By: | |||
| Name: | |||
| Title: | |||
| BESSEMER INVESTMENT MANAGEMENT LLC | |||
| By: | |||
| Name: | |||
| Title: | |||
SCHEDULE A
| Portfolio | Advisory Fee Rate Average Net Assets |
| Old Westbury All Cap Core Fund | First $500 million - 0.75% Second $500 million to $1 billion - 0.70% Over $1 billion - 0.65% |
| Old Westbury Fixed Income Fund | First $500 million - 0.45% Second $500 million to $1 billion - 0.40% Over $1 billion - 0.35% |
| Old Westbury Municipal Bond Fund | First $500 million - 0.45% Second $500 million to $1 billion - 0.40% Over $1 billion - 0.35% |
| Old Westbury Small & Mid Cap Fund | 0.85% |
| Old Westbury Large Cap Strategies Fund | First $1.25 billion - 0.90% Second $1.25 billion to $2.5 billion - 0.85% Over $2.5 billion - 0.80% |
| Old Westbury Strategic Opportunities Fund | First $1.25 billion - 1.10% Second $1.25 billion to $2.5 billion - l .05% Over $2.5 billion - 1.00% |
