485BPOS

As filed with the Securities and Exchange Commission on August 31, 2010
Securities Act Registration Statement No. 033-66528
Investment Company Act File No. 811-07912

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-1A
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Pre-Effective Amendment	o
Post-Effective Amendment No. 39	x

and/or

REGISTRATION STATEMENT
UNDER
THE INVESTMENT COMPANY ACT OF 1940

	Amendment No. 40 (Check appropriate box or boxes)	x
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

It is proposed that this filing will become effective (check appropriate box):

	x	Immediately upon filing pursuant to paragraph (b) of Rule 485; or
	o	On (date) 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 Registrant’s Registration Statement on Form N-1A is being filed for the sole purpose of updating Part C to the 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, 2010, included in Post-Effective Amendment No. 38 under the 1933 Act and Amendment No. 39 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 is filed herewith.
(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 November 12, 2007 among the Registrant, BIM and T. Rowe Price International, Inc. (“T. Rowe Price”) with respect to the Global Opportunities Fund is incorporated by reference to Post-Effective Amendment No. 32 to Registrant’s Registration Statement filed on November 9, 2007 (File No. 33-66528).
(d)(vi)	Sub-Advisory Agreement dated September 24, 2008 among the Registrant, BIM and Shenkman Capital Management, Inc. (“SCM”) 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)(vii)	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)(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 September 1, 2010 (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 filed herewith.
(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 filed herewith.
(g)(viii)	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)(ix)	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)(x)	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)(xi)	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)(xii)	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 filed herewith.

(h)(ii)	Administration and Accounting Services Agreement dated April 3, 2006 between the Registrant and PNC Global Investment Servicing (U.S.) Inc. (formerly, PFPC Inc.) (“PNC”) 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 PNC 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)	Fee Waiver Commitment Letter of PNC (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)(v)	Transfer Agency Services Agreement dated April 3, 2006 between the Registrant and PNC 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)(vi)	Amended and Restated Exhibit to Transfer Agency Services Agreement dated November 12, 2007 between the Registrant and PNC 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)(vii)	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 filed herewith.
(m)(iii)	First Amendment to Shareholder Servicing Agreement dated September 1, 2010 between the Registrant and Bessemer Trust Company, N.A. is filed herewith.

(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 filed herewith.
(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 filed herewith.
(p)(vii)	Code of Ethics of T. Rowe Price 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)(viii)	Code of Ethics of SCM 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)(ix)	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).
(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)(vi)	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)(vii)	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)(viii)	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)(ix)	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.

T. Rowe Price is a sub-adviser to the Global Opportunities Fund. Information regarding the directors and officers of T. Rowe Price is included in T. Rowe Price’s Form ADV on file with the SEC and is incorporated by reference.

SCM is a sub-adviser to the Global Opportunities Fund. Information regarding the directors and officers of SCM is included in SCM’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.

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 July 1, 2010, the Distributor acted as principal underwriter for the following investment companies:

Aston Funds

E.I.I. Realty Securities Trust

Fairholme Funds, Inc.

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. 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
Nicholas M. Marsini, Jr.	Director	April 26, 2007
Michael DeNofrio	Director	April 26, 2007
Steven Turowski	Director	August 30, 2007
T. Thomas Deck	Director	January 3, 2008
Dennis J. Westley	Director	March 4, 2008

              Officers

Name	Position(s) with Distributor	Effective Date
T. Thomas Deck	President and Chief Executive Officer	January 3, 2008
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
Mark D. Pinocci	Chief Compliance Officer	July 1, 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, 14th 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)	T. Rowe Price International, Inc., 100 East Pratt Street, Baltimore, Maryland 21202 (records relating to its function as sub-adviser to the Global Opportunities Fund).
(11)	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).
(12)	BlackRock Financial Management, Inc., 40 East 52nd Street, New York, New York 10022 (records relating to its function as sub-adviser to the Global Opportunities 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 31^st day of August, 2010.

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 31^st day of August, 2010.

Name	Title	Date
	President*	August 31, 2010
Marc D. Stern
	Director*	August 31, 2010
Patricia Francy
	Director*	August 31, 2010
Robert M. Kaufman
	Director*	August 31, 2010
Eugene P. Beard
	Director*	August 31, 2010
John R. Whitmore
	Director*	August 31, 2010
Stephen M. Watson
	Treasurer, Principal Financial Officer*	August 31, 2010
Peter C. Artemiou

*By:	/s/ Steven Williamson
	Steven L. Williamson
	As Attorney-in-Fact
	August 31, 2010

EXHIBIT INDEX

Exhibit No.	Description
99.28(d)(i)	Investment Advisory Agreement between Registrant and BIM
99.28(d)(xii)	Fee Waiver Letter Commitment Letter of BIM and Bessemer Trust Company, N.A. 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
99.28(e)(i)	Underwriting Agreement between Registrant and BNY Mellon Distributors Inc.
99.28(g)(vii)	Sixth Amendment to Custodian Agreement between Registrant and Bessemer Trust Company
99.28(h)(i)	Administrative Oversight, Supervision and Coordination Services Agreement between Registrant and Bessemer Trust Company, N.A.
99.28(m)(ii)	Amended Appendix A to Shareholder Servicing Plan
99.28(m)(iii)	First Amendment to Shareholder Servicing Agreement between the Registrant and Bessemer Trust Company, N.A.
99.28(p)(iii)	Code of Conduct of BNY Mellon
99.28(p)(vi)	Code of Ethics of Franklin

EX-99.28(D)(I)

Exhibit-99.28(d)(i)

OLD WESTBURY FUNDS, INC.

INVESTMENT ADVISORY AGREEMENT

          THIS INVESTMENT ADVISORY AGREEMENT is made as of September 1, 2010, by and between Old Westbury Funds, Inc. (the “Fund”), a Maryland corporation with its principal place of business at 760 Moore Road, King of Prussia, Pennsylvania 19406, and Bessemer Investment Management LLC (the “Adviser”), a Delaware limited liability company with its principal place of business at 630 Fifth Avenue, New York, New York 10111.

          WHEREAS, the Fund is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company, and is authorized to issue shares in one or more series;

          WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (the “Advisers Act”); and

          WHEREAS, the Fund desires that the Adviser perform investment advisory services for each series of the Fund listed on Schedule A hereto, as such Schedule A may be amended or supplemented from time to time by mutual agreement (each, a “Portfolio”, and collectively, the “Portfolios”), and the Adviser is willing to perform those services on the terms and conditions set forth in this Agreement and desires to enter into an agreement to provide for investment advisory services to the Fund upon the terms and conditions hereinafter set forth;

          NOW, THEREFORE, the Fund and Adviser agree as follows:

          Section 1. The Fund. The Fund is engaged in the business of investing and reinvesting its assets in securities of the type and in accordance with the limitations specified in its Articles of Incorporation, By-Laws and Registration Statement filed with the Securities and Exchange Commission (the “Commission”) under the 1940 Act and the Securities Act of 1933, including the Prospectuses forming a part thereof and Statements of Additional Information relating to the Portfolios contained therein, and as may be supplemented from time to time, all in such manner and to such extent as may from time to time be authorized by the Fund’s Board of Directors (the “Board”). The Board is authorized to issue any unissued shares in any number of additional classes or series. The Fund has delivered copies of the documents listed in this Section to the Adviser and will from time to time furnish the Adviser with any amendments thereof.

          Section 2. Appointment. The Fund hereby appoints the Adviser, subject to the direction and control of the Board, to manage the investment and reinvestment of the assets in the Portfolios and, without limiting the generality of the foregoing, to provide the services specified in Section 3 hereof.

          Section 3. Duties of the Adviser.

          (a) The Adviser shall provide investment advisory services, including but not limited to, making decisions with respect to all purchases and sales of securities and other investment assets for the Portfolios. Among other things, the Adviser shall make all decisions with respect to the Portfolios’ investments in various securities or other assets, in investment styles and, if applicable, in other investment companies or pooled vehicles in which the Portfolios may invest. To carry out the services hereunder, the Adviser is hereby authorized, as agent and attorney-in-fact for the Fund, for the account of, at the risk of and in the name of the Portfolios, to place orders and issue instructions with respect to transactions of the Portfolios. In all purchases, sales and other transactions for the Portfolios, the Adviser is authorized to exercise full discretion and act for the Fund in the same manner and with the same force and effect as the Fund might or could do with respect to such purchases, sales or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or performance of its duties and obligations under this Agreement including, but not limited to, executing on behalf of the Portfolios and the Fund such agreements and other documentation in connection with such purchases, sales or other transactions. The Fund acknowledges that the Fund and the Portfolios will be bound by such trading accounts established, and agreements and other documents executed.

          (b) The Adviser will report to the Board at each regular meeting thereof all material changes in the Portfolios since the prior report, and will also keep the Board informed of important developments affecting the Fund, the Portfolios and the Adviser, and on its own initiative will furnish the Board from time to time with such information as the Adviser may believe appropriate, whether concerning the individual companies whose securities are held by the Portfolios, the industries in which they engage, or the economic, social or political conditions prevailing in each country in which the Portfolios maintain investments. The Adviser will also furnish the Board with such statistical and analytical information with respect to securities in the Portfolios as the Adviser may believe appropriate or as the Board reasonably may request.

          (c) The Adviser will from time to time employ or associate with such persons as the Adviser believes to be appropriate or necessary to assist in the execution of the Adviser’s duties hereunder; provided, however, that, except as otherwise provided herein, the employment of or sub-contracting with any such person shall not relieve the Adviser of its responsibilities or liabilities hereunder; and provided further that the Adviser shall not have the authority to subcontract advisory responsibilities without the consent of the Fund. The cost of performance of such duties shall be borne and paid by the Adviser. No obligation may be imposed on the Fund in any such respect.

          (d) The Adviser shall pay its own expenses in connection with the services to be provided by it pursuant to this Agreement.

          Section 4. Delegation of Responsibilities. The Adviser may carry out any of its obligations under this Agreement by employing, subject to supervision by the Adviser, one or more sub-advisers who are registered as investment advisers pursuant to the Advisers Act (each, a “Sub-Adviser”). Each Sub-Adviser’s employment will be evidenced by a separate written agreement approved by the Board and, if required under the 1940 Act, by the shareholders of the

- 2 -

Portfolios (unless the Commission or its staff has given authorization or issued an interpretation or no-action letter dispensing with the requirement of shareholder approval). The Adviser shall not be liable hereunder for any act or omission of any Sub-Adviser, except for failure to exercise good faith in the employment of the Sub-Adviser and for failure to exercise appropriate supervision of such Sub-Adviser, and as may otherwise be agreed in writing. The Adviser shall be solely responsible for compensating any Sub-Adviser for services rendered under any sub-advisory agreement. The Adviser may, from time to time and at any time, terminate any Sub-Adviser and recommend to the Board the appointment of another Sub-Adviser or reassume the responsibilities assigned to any Sub-Adviser with respect to the Portfolios without obtaining the approval of the shareholders of the Portfolios unless expressly required by the federal securities laws.

          Section 5. Compliance with Applicable Requirements. In carrying out its obligations under this Agreement, the Adviser shall at all times comply with:

          (a) all applicable provisions of the 1940 Act, and any rules and regulations adopted thereunder;

          (b) the provisions of the Registration Statement of the Fund, as it may be amended from time to time, under the 1940 Act;

          (c) the provisions of the Articles of Incorporation of the Fund, as they may be amended from time to time;

          (d) the provisions of the By-Laws of the Fund, as they may be amended from time to time, or resolutions of the Board that may be adopted from time to time;

          (e) the provisions of the Internal Revenue Code of 1986, as amended, applicable to the Fund or the Portfolios; and

          (f) any other applicable provisions of state or federal law.

          Section 6. Broker-Dealer Relationships. In connection with the performance of its services hereunder, the Adviser is responsible for opening accounts with brokers, dealers and futures commission merchants (“broker-dealers”), selecting brokers, dealers and futures commission merchants to effect all transactions for the Portfolios, placing all necessary orders with broker-dealers or issuers (including affiliated broker-dealers), and negotiating commissions, if applicable. To the extent consistent with applicable law and the investment objectives of the Portfolios, the Adviser may purchase or sell orders for the Portfolios with contemporaneous purchase or sell orders of other clients of the Adviser and its affiliates. In such event, allocation of securities so sold or purchased, as well as the expenses incurred in the transaction, will be made by the Adviser in the manner the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolios and to other clients. The Adviser will seek to obtain best execution of transactions for the Portfolios at prices which are advantageous to the Portfolios and at commission rates that are reasonable in relation to the benefits received. To the extent consistent with Section 28(e) of the Securities Exchange Act of 1934, the Adviser may

- 3 -

pay a broker-dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another broker-dealer would have charged for effecting such transaction if the 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-dealer. This determination, with respect to brokerage and research products and/or services, may be viewed in terms of either that particular transaction or the overall responsibilities which the Adviser has with respect to the Portfolio, as well as to other accounts over which the Adviser exercises investment discretion. Not all such services or products need be used by the Adviser in managing the Portfolios.

          Section 7. Expenses of the Portfolios. All of the ordinary business expenses incurred in the operations of the Portfolios and the offering of their shares shall be borne by the Portfolios unless specifically provided otherwise in this Agreement or another written agreement between the Adviser and the Fund. These expenses borne by the Portfolios include, but are not limited to, brokerage commissions, taxes, legal, auditing and governmental fees, expenses relating to trustees and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Portfolios and the cost of printing copies of the Prospectuses and Statements of Additional Information distributed to the Portfolios’ shareholders.

          Section 8. Compensation. As compensation for the advisory services provided under this Agreement, the Fund shall pay the Adviser fees at the annual rates indicated on Schedule A hereto, as such Schedule A may be amended or supplemented from time to time. The 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 Adviser.

          Section 9. Standard of Care. The Fund shall expect of the Adviser, and the Adviser will give the Fund the benefit of, the Adviser’s best judgment and efforts in rendering its services to the Fund. As an inducement to the Adviser’s undertaking these services at the compensation level specified, the Adviser shall not be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Fund in connection with the performance of this Agreement, except a loss resulting from a breach of fiduciary duty with respect to the receipt of compensation for services or a loss resulting from willful misfeasance, bad faith or gross negligence on the part of the Adviser, or any of its officers, directors, employees or agents, in the performance of its duties or from reckless disregard by it of its obligations and duties under this Agreement.

          Section 10. Non-Exclusivity. The services of the Adviser to the Portfolios are not to be deemed to be exclusive, and the Adviser shall be free to render investment advisory or other services to others (including other investment companies) and to engage in other activities. It is understood and agreed that officers or directors of the Adviser may serve as officers or directors of the Fund, and that officers or directors of the Fund may serve as officers or directors of the Adviser, to the extent that such services may be permitted by law, and that the officers and directors of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors or trustees of any other firm or trust, including other investment advisory companies.

- 4 -

          Section 11. Books and Records. The Adviser shall, with respect to orders the Adviser places for the purchase and sale of portfolio securities of the Portfolios, maintain or arrange for the maintenance of the documents and records required pursuant to Rule 31a-1 under the 1940 Act as well as such records as the Fund’s Administrator reasonably requests to be maintained, including, but not limited to, trade tickets and confirmations for portfolio trades. All such records shall be maintained in a form acceptable to the Fund and in compliance with the provisions of Rule 31a-1 or any successor rule. All such records will be the property of the Fund and will be available for inspection and use by the Fund. The Adviser will promptly notify the Fund’s Administrator if it experiences any difficulty in maintaining the records in an accurate and complete manner.

          Section 12. Term of the Agreement. This Agreement shall become effective with respect to each of the respective Portfolios on such date as it is approved in accordance with the requirements of the 1940 Act, and shall initially continue for one year, and thereafter continue from year to year, provided that the continuation of the Agreement is specifically approved at least annually:

          (a) (i) by the Fund’s Board of Directors or (ii) by the vote of “a majority of the outstanding voting securities” of the Portfolios (as defined in Section 2(a)(42) of the 1940 Act), and

          (b) by the affirmative vote of a majority of the Fund’s Directors who are not parties to this Agreement or “interested persons” (as defined in the 1940 Act) of a party to this Agreement (other than as Directors of the Fund), by votes cast in person at a meeting specifically called for such purpose.

          This Agreement, at such time as it is approved in accordance with the requirements of the 1940 Act, shall supersede any and all investment advisory agreements between the Fund and the Adviser.

          Section 13. Termination. As required under the 1940 Act, this Agreement may be terminated as to any Portfolio at any time, without the payment of any penalty, by the Fund (by vote of the Fund’s Board of Directors or by vote of a majority of the outstanding voting securities of the particular Portfolio), or by the Adviser on sixty (60) days’ written notice. The notice provided for herein may be waived by the party entitled to receipt thereof. This Agreement will immediately terminate in the event of its assignment. This Agreement may also be terminated immediately by the Fund or the Adviser in the event that the other party (i) breaches a material term of this Agreement or (ii) commits a material violation of any governing law. As used in this Agreement, the terms “majority of the outstanding voting securities,” “interested persons” and “assignment” shall have the same meanings as such terms have in the 1940 Act, as modified or interpreted by the Commission or its staff in rules, regulations, interpretations or no-action letters.

          Section 14. Indemnification by the Adviser. The Fund shall not be responsible for, and the Adviser shall indemnify and hold the Fund and the Portfolios harmless from and against, any and all losses, damages, costs, charges, counsel fees, payments, expenses and liability arising out of or attributable to the willful misfeasance, bad faith, gross negligence or reckless disregard of

- 5 -

obligations or duties on the part of the Adviser or any of its officers, directors, employees or agents.

          Section 15. Indemnification by the Fund. In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of duties hereunder on the part of the Adviser or any of its officers, directors, employees or agents, the Fund hereby agrees to indemnify and hold harmless the Adviser and its officers, directors, employees and agents 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 Fund or other securities, undertaken by the Portfolios or their 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 Portfolios or their 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 a Portfolio may have and which may not be waived under any applicable federal or state securities laws.

          Section 16. Notices. Any notices under this Agreement shall be in writing, addressed and delivered or mailed postage paid to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Fund shall be Old Westbury Funds, Inc., 760 Moore Road, King of Prussia, Pennsylvania 19406, Attn: President, and that of the Adviser shall be Bessemer Investment Management LLC, 630 Fifth Avenue, New York, New York 10111, Attn: General Counsel.

          Section 17. Questions of Interpretation. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the 1940 Act shall be resolved by reference to such terms or provision of the 1940 Act and to interpretations thereof, if any, by the United States Courts or in the absence of any controlling decision of any such court, by rules, regulations or orders of the Commission, interpretations of the Commission or its staff, or Commission staff no-action letters issued pursuant to the 1940 Act. In addition, where the effect of a requirement of the 1940 Act reflected in any provision of this Agreement is revised by rule, regulation or order of the Commission, such provision shall be deemed to incorporate the effect of such rule, regulation or order. The duties and obligations of the parties under this Agreement shall otherwise be governed by and construed in accordance with the laws of the State of New York.

          Section 18. Amendment. 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. If shareholder approval of an amendment is required under the 1940 Act, no such amendment shall become effective until approved by a vote of the majority of the outstanding shares of the affected Portfolio(s). Otherwise, a written amendment of this Agreement is effective upon the approval of the Board of Directors of the Fund and the Adviser.

          Section 19. Old Westbury Name. The Adviser and the Fund each agree that the name “Old Westbury” or any variants thereof, which comprises a component of the Fund’s name, is a

- 6 -

property right of the parent of the Adviser. The Fund agrees and consents that: (i) it will use the words “Old Westbury” or any variants thereof as a component of its corporate name, the name of any series or class, or all of the above, and for no other purpose; (ii) it will not grant to any third party the right to use the name “Old Westbury” of any variant thereof for any purpose; (iii) the Adviser or any corporate affiliate of the Adviser may use or grant to others the right to use the words “Old Westbury,” or any variant or abbreviation thereof, as all or a portion of a corporate or business name or for any commercial purpose, other than a grant of such right to another registered investment company not advised by the Adviser or one of its affiliates; and (iv) in the event that the Adviser or an affiliate thereof is no longer acting as investment adviser to any Portfolio or class of a Portfolio, the Fund shall, upon request by the Adviser, promptly take such action as may be necessary to change its corporate name to one not containing the words “Old Westbury” or any variant thereof and following such change, shall not use the words “Old Westbury,” or any variant thereof, as a part of its corporate name or for any other commercial purpose, and shall use its best efforts to cause its trustees, officers and shareholders to take any and all actions that the Adviser may request to effect the foregoing and to reconvey to the Adviser any and all rights to such words.

          Section 20. Miscellaneous. The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect. If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers designated below as of the day and year first above written.

OLD WESTBURY FUNDS, INC.
By:	/s/ Peter C. Artemiou
	Peter C. Artemiou
	Vice President & Treasurer
BESSEMER INVESTMENT MANAGEMENT LLC
By:	/s/ Marc D. Stern
	Marc D. Stern
	President

- 7 -

SCHEDULE A

Portfolio	Advisory Fee Rate Average Net Assets
U.S. Large Cap Fund	First $500 million – 0.70% Second $500 million to $1 billion – 0.65% Over $1 billion – 0.60%
Non-U.S. Large Cap Fund	First $500 million – 0.80% Second $500 million to $1 billion – 0.75% Over $1 billion – 0.70%
Fixed Income Fund	First $500 million – 0.45% Second $500 million to $1 billion – 0.40% Over $1 billion – 0.35%
Municipal Bond Fund	First $500 million – 0.45% Second $500 million to $1 billion – 0.40% Over $1 billion – 0.35%
Global Small & Mid Cap Fund	0.85%
Real Return Fund	0.85%
Global Opportunities Fund	First $1.25 billion – 1.10% Second $1.25 billion to $2.5 billion – 1.05% Over $2.5 billion – 1.00%

EX-99.28(D)(XII)

Exhibit-99.28(d)(xii)

September 1, 2010

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 December 10, 2009 (the “Original 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 Original letter is amended (i) to include the commitment to waive certain investment advisory fees for the Real Return Fund and (ii) to change the waiver of certain shareholder servicing fees for the Fixed Income Fund and Municipal Bond Fund. The other commitments listed herein are identical to those set forth in the Original 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 million of average net assets			Second $500 million to $1 billion of average net assets			Average net assets exceeding $1 billion
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 billion of average net assets			Next $1.25 billion to $2.5 billion of average net assets			Average net assets exceeding $2.5 billion
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 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

EX-99.28(E)(I)

Exhibit-99.28(e)(i)

UNDERWRITING AGREEMENT

          THIS AGREEMENT is made as of July 1, 2010 by and between BNY MELLON DISTRIBUTORS, INC. (formerly known as PFPC Distributors, Inc.), a Massachusetts corporation (“BNY Distributors”), and OLD WESTBURY FUNDS, INC., a Maryland corporation (the “Fund”).

W I T N E S S E T H:

          WHEREAS, the Fund, which is advised by Bessemer Investment Management LLC (the “Adviser”), is registered as an open-end management investment company under the Investment Company Act of 1940, as amended (the “1940 Act”), and is currently offering shares of common stock (such shares of all series are hereinafter called the “Shares”), representing interests in investment portfolios of the Fund identified on Exhibit A hereto (the “Portfolios”) which are registered with the Securities and Exchange Commission (the “SEC”) pursuant to the Fund’s Registration Statement on Form N-1A (the “Registration Statement”);

          WHEREAS, the Fund and PFPC Distributors are parties to that certain underwriting agreement dated April 3, 2006, as amended (“PFPC Underwriting Agreement”), which automatically terminates as of the closing of the sale of PNC Global Investment Servicing, Inc., the indirect parent of PFPC Distributors, Inc. to The Bank of New York Mellon Corporation by the PNC Financial Services Group, Inc. (the “Transaction”); and

          WHEREAS, the Fund, upon the termination of the PFPC Underwriting Agreement on the closing of the Transaction, wishes to retain BNY Distributors to serve

as distributor for the Fund and the Portfolios to provide for the sale and distribution of the Shares of the Portfolios identified on Exhibit A and for such additional classes or series as the Fund may issue, and BNY Distributors wishes to furnish such services.

          NOW, THEREFORE, in consideration of the premises and mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1.	Definitions. As used in this Agreement:
	(a)	“1933 Act” means the Securities Act of 1933, as amended.
	(b)	“1934 Act” means the Securities Exchange Act of 1934, as amended.
	(c)	“Authorized Person” means any officer of the Fund, and any other person, duly authorized by the Fund’s Board of Directors or Trustees to give Oral Instructions and Written Instructions on behalf of the Fund. An Authorized Person’s scope of authority may be limited by setting forth such limitation in a written document signed by both parties hereto.
	(d)	“FINRA” means the Financial Industry Regulatory Authority.
	(e)	“Oral Instructions” mean oral instructions received by BNY Distributors from an Authorized Person or from a person reasonably believed by BNY Distributors, on the basis of written documentation provided by the Fund or the Adviser, to be an Authorized Person.
	(f)	“Registration Statement” means any Registration Statement and any Prospectus and any Statement of Additional Information relating to the Fund filed with the SEC and any amendments or supplements thereto at any time filed with the SEC.

2

	(g)	“Securities Laws” mean the 1933 Act, the 1934 Act, and the 1940 Act.
	(h)	“Written Instructions” mean (i) written instructions signed by an Authorized Person or from a person reasonably believed by BNY Distributors, on the basis of written documentation provided by the Fund or the Adviser, to be an Authorized Person, and received by BNY Distributors or (ii) sent via e-mail by an Authorized Person or received from a person reasonably believed by BNY Distributors, on the basis of written documentation provided by the Fund or the Adviser, to be an Authorized Person, and opened by BNY Distributors or (iii) trade instructions transmitted (and received by BNY Distributors) by means of an electronic transaction reporting system access to which requires use of a password or other authorized identifier. The instructions may be delivered electronically (with respect to sub-items (ii) or (iii) above) or by hand, mail, tested telegram, cable, telex or facsimile sending device.
2.	Appointment. Effective on the later of July 1, 2010 or the closing of the Transaction (the “Effective Date”), the Fund hereby appoints BNY Distributors to serve as the distributor of its Shares in accordance with the terms set forth in this Agreement. BNY Distributors accepts such appointment and agrees to furnish such services, effective as of the Effective Date. The Fund understands that BNY Distributors is now, and may in the future be, the distributor of the shares of several investment companies or series (collectively, the “Investment Entities”), including Investment Entities having investment objectives similar to those of the Fund. The Fund further understands that investors and potential investors in the

3

	Fund may invest in shares of such other Investment Entities. The Fund agrees that BNY Distributors’ duties to such Investment Entities shall not per se be deemed in conflict with its duties to the Fund under this Agreement.
3.	Delivery of Documents.
	The Fund agrees to advise BNY Distributors as soon as reasonably practical by a notice in writing delivered to BNY Distributors:
		(i)	of any request by the SEC for amendments to the Registration Statement, Prospectus or Statement of Additional Information then in effect or for additional information;
		(ii)	in the event of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement, Prospectus or Statement of Additional Information then in effect or the initiation by service of process on the Fund of any proceeding for that purpose;
		(iii)	of the happening of any event of which the Fund becomes aware that makes untrue any statement of a material fact made in the Registration Statement, Prospectus or Statement of Additional Information then in effect or that requires the making of a change in such Registration Statement, Prospectus or Statement of Additional Information in order to make the statements therein not misleading; and
		(iv)	of any adverse action of the SEC with respect to any amendment to any Registration Statement, Prospectus or Statement of Additional Information which may from time to time be filed with the SEC.
	For purposes of this paragraph, informal requests by or acts of the staff of the SEC, including non-material comments given in the course of the review process, shall not be deemed actions of or requests by the SEC.
4.	Compliance with Rules and Regulations. BNY Distributors undertakes to comply with all applicable requirements of the Securities Laws and any laws, rules and regulations of governmental authorities having jurisdiction with respect

4

	to the duties to be performed by BNY Distributors hereunder. Except as specifically set forth herein, BNY Distributors assumes no responsibility for such compliance by the Fund or any other entity.
5.	Instructions.
	(a)	Unless otherwise provided in this Agreement, BNY Distributors shall act only upon Oral Instructions or Written Instructions.
	(b)	BNY Distributors shall be entitled to rely upon any Oral Instruction or Written Instruction it receives pursuant to this Agreement. BNY Distributors may assume that any Oral Instruction or Written Instruction received hereunder is not in any way inconsistent with the provisions of organizational documents or this Agreement or of any vote, resolution or proceeding of the Fund’s Board of Directors or Trustees or of the Fund’s shareholders, unless and until BNY Distributors receives Oral Instructions or Written Instructions to the contrary.
	(c)	The Fund agrees to forward to BNY Distributors Written Instructions confirming Oral Instructions so that BNY Distributors receives the Written Instructions promptly after such Oral Instructions are received. The fact that such confirming Written Instructions are not received by BNY Distributors or differ from the Oral Instructions shall in no way invalidate the transactions or enforceability of the transactions authorized by the Oral Instructions and executed by BNY Distributors prior to the receipt of any contrary Written Instructions (and a reasonable opportunity to act thereon) or BNY Distributors’ ability to have relied upon such Oral

5

		Instructions in connection with such transactions.
6.	Right to Receive Advice.
	(a)	Advice of the Fund. If BNY Distributors is in doubt as to any action it should or should not take, BNY Distributors may request directions or advice, including Oral Instructions or Written Instructions, from the Fund.
	(b)	Advice of Counsel. If BNY Distributors shall be in doubt as to any question of law pertaining to any action it should or should not take, BNY Distributors may request advice from counsel of its own choosing (who may be counsel for the Fund, the Adviser or BNY Distributors, at the option of BNY Distributors).
	(c)	Conflicting Advice. In the event of a conflict between directions or advice or Oral Instructions or Written Instructions BNY Distributors receives from the Fund and the advice BNY Distributors receives from counsel selected by it, BNY Distributors may rely upon and follow the advice of such counsel; provided that BNY Distributors shall provide reasonable prior written notice to the Fund of any such advice that conflicts with such Oral Instructions or Written Instructions. The Fund shall, upon receipt of such notice, promptly notify BNY Distributors in writing of its objection, if any, to any actions or any omissions to act BNY Distributors proposes to take pursuant to counsel’s advice. In the event the Fund has so notified BNY Distributors in writing of its objection, BNY Distributors and the Fund shall promptly consult in good faith to reach agreement on the actions or omissions that are the subject of the Fund’s objection. In the

6

		event, after such consultations, BNY Distributors and the Fund are unable to agree on the actions or omissions in question, BNY Distributors and the Fund shall consult independent counsel mutually acceptable to BNY Distributors and the Fund, and BNY Distributors may follow and rely upon the advice of such independent counsel.
	(d)	Protection of BNY Distributors. BNY Distributors shall be indemnified by the Fund and without liability for any action BNY Distributors takes or does not take in reliance upon directions or advice or Oral Instructions or Written Instructions BNY Distributors receives from or on behalf of the Fund or from counsel (subject to BNY Distributors’ adherence to the provisions of Section 6(c)), and which BNY Distributors believes, in good faith, to be consistent with those directions or advice and Oral Instructions or Written Instructions. Nothing in this section shall be construed so as to impose an obligation upon BNY Distributors (i) to seek such directions or advice or Oral Instructions or Written Instructions, or (ii) to act in accordance with such advice or Oral Instructions or Written Instructions unless, under the terms of other provisions of this Agreement, the same is a condition of BNY Distributors’ properly taking or not taking such action.
7.	Records; Visits. The books and records pertaining to the Fund and the Portfolios which are in the possession or under the control of BNY Distributors shall be the property of the Fund. Such books and records shall be prepared and maintained as required by the 1940 Act, the other Securities Laws and other applicable laws,

7

	rules and regulations. The Fund and Authorized Persons shall have access to such books and records at all times during BNY Distributors’ normal business hours. Upon the request of the Fund, copies of any such books and records shall be provided by BNY Distributors to the Fund or to an Authorized Person, at the Fund’s expense, within a reasonable timeframe.
8.	Confidentiality.
	(a)	Each party shall keep confidential any information relating to the other party’s business (“Confidential Information”). Confidential Information shall include (i) any data or information that is competitively sensitive material, and not generally known to the public, including, but not limited to, information about product plans, marketing strategies, finances, operations, customer relationships, customer profiles, customer lists, sales estimates, business plans, and internal performance results relating to the past, present or future business activities of the Fund or BNY Distributors, their respective subsidiaries and affiliated companies; (ii) any scientific or technical information, design, process, procedure, formula, or improvement that is commercially valuable and secret in the sense that its confidentiality affords the Fund or BNY Distributors a competitive advantage over its competitors; (iii) all confidential or proprietary concepts, documentation, reports, data, specifications, computer software, source code, object code, flow charts, databases, inventions, know-how, and trade secrets, whether or not patentable or copyrightable; and (iv) anything designated as confidential. Notwithstanding the foregoing,

8

information shall not be Confidential Information and shall not be subject to such confidentiality obligations if it: (i) is already known to the receiving party and not subject to a duty of confidentiality at the time it is obtained; (ii) is or becomes publicly known or available through no wrongful act of the receiving party; (iii) is rightfully received from a third party who, to the best of the receiving party’s knowledge, is not under a duty of confidentiality; (iv) is released by the protected party to a third party without restriction; (v) is requested or required to be disclosed by the receiving party pursuant to a court order, subpoena, governmental or regulatory agency request or law (provided the receiving party will provide the other party written notice of the same, to the extent such notice is permitted); (vi) is relevant to the defense of any claim or cause of action asserted against the receiving party by the protected party; (vii) is necessary for BNY Distributors to release such information in connection with the provision of services under this Agreement or to enable BNY Distributors to engage an independent third party to perform an assessment of BNY Distributors’ policies and procedures; or (viii) has been or is independently developed or obtained by the receiving party.

(b)

Notwithstanding any provision herein to the contrary, each party hereto agrees that any Nonpublic Personal Information, as defined under Section 248.3(t) of Regulation S-P (“Regulation S-P”), promulgated under the Gramm-Leach-Bliley Act (the “Act”), disclosed by a party hereunder is for the specific purpose of permitting the other party to perform the

9

		services set forth in this Agreement. Each party agrees that, with respect to such information, it will comply with Regulation S-P and the Act and that it will not disclose any Nonpublic Personal Information received in connection with this Agreement to any other party, except to the extent as necessary to carry out the services set forth in this Agreement or as otherwise permitted by Regulation S-P or the Act.
9.	Compensation. As compensation for services rendered by BNY Distributors under this Agreement, the Fund will pay to BNY Distributors the fees set forth in that certain fee letter of even date herewith, as such fee letter may be amended by the Fund and BNY Distributors from time to time. The Fund acknowledges that BNY Distributors may receive float benefits and/or investment earnings in connection with maintaining certain accounts required to provide services under this Agreement.
10.	Indemnification.
	(a)	The Fund agrees to indemnify and hold harmless BNY Distributors and its affiliates from all taxes, charges, expenses, assessments, claims and liabilities (including, without limitation, attorneys’ fees and disbursements and liabilities arising under the Securities Laws and any state and foreign securities and blue sky laws) arising directly or indirectly from any action or omission to act which BNY Distributors takes in connection with the provision of services to the Fund; provided that neither BNY Distributors, nor any of its affiliates, shall be indemnified against any liability (or any expenses incident to such liability) caused by BNY Distributors’ or its

10

affiliates’ own willful misfeasance, bad faith, negligence or failure to perform its respective duties and obligations under this Agreement in any material respect. Any amounts payable by the Fund hereunder shall be satisfied only against the relevant Portfolio’s assets and not against the assets of any other investment portfolio of the Fund.

(b)

The Fund agrees to indemnify and hold harmless BNY Distributors, its officers, directors, and employees, and any person who controls BNY Distributors within the meaning of Section 15 of the 1933 Act, free and harmless (a) from and against any and all claims, costs, expenses (including reasonable attorneys’ fees) losses, damages, charges, payments and liabilities of any sort or kind which BNY Distributors, its officers, directors, employees or any such controlling person may incur under the 1933 Act, under any other statute, at common law or otherwise, arising out of or based upon: (i) any untrue statement, or alleged untrue statement, of a material fact contained in the Fund’s Registration Statement, Prospectus, Statement of Additional Information, or sales literature (including amendments and supplements thereto), or (ii) any omission, or alleged omission, to state a material fact required to be stated in the Fund’s Registration Statement, Prospectus, Statement of Additional Information or sales literature (including amendments or supplements thereto), necessary to make the statements therein, in light of the circumstances in which made, not misleading, provided, however, that insofar as losses, claims, damages, liabilities or expenses arise out of or are based upon any

11

such untrue statement or omission or alleged untrue statement or omission made in reliance on and in conformity with information furnished to the Fund by BNY Distributors or its affiliated persons for use in the Fund’s Registration Statement, Prospectus, or Statement of Additional Information or sales literature (including amendments or supplements thereto), such indemnification shall not be applicable; and (b) from and against any and all such claims, demands, liabilities and expenses (including reasonable attorney’s fees) which BNY Distributors, its officers and directors, or such controlling person, may incur in connection with this Agreement or BNY Distributors’ performance hereunder (but excluding such claims, demands, liabilities and expenses (including reasonable attorney’s fees) arising out of or based upon any untrue statement, or alleged untrue statement, of a material fact contained in any Registration Statement or any Prospectus or arising out of or based upon any omission, or alleged omission, to state a material fact required to be stated in either any Registration Statement or any Prospectus or necessary to make the statements in either thereof, in light of the circumstances in which made, not misleading), unless such claims, demands, liabilities and expenses (including such reasonable attorney’s fees) arise by reason of BNY Distributors’ willful misfeasance, bad faith, negligence or failure to perform its respective duties and obligations under this Agreement in any material respect. Any amounts payable by the Fund hereunder shall be satisfied only against the relevant Portfolio’s assets and not against the

12

assets of any other investment portfolio of the Fund. The Fund acknowledges and agrees that in the event that BNY Distributors, at the request of the Fund, is required to give indemnification comparable to that set forth in this paragraph to any broker-dealer selling Shares of the Fund or servicing agent servicing the shareholders of the Fund and such broker-dealer or servicing agent shall make a claim for indemnification against BNY Distributors, BNY Distributors may make a similar claim for indemnification against the Fund.

(c)

BNY Distributors agrees to indemnify and hold harmless the Fund, its several officers and Board Members and each person, if any, who controls a Portfolio within the meaning of Section 15 of the 1933 Act against any and all claims, costs, expenses (including reasonable attorneys’ fees), losses, damages, charges, payments and liabilities of any sort or kind which the Fund, its officers, Board Members or any such controlling person may incur under the 1933 Act, under any other statute, at common law or otherwise, but only to the extent that such liability or expense incurred by the Fund, its officers or Board Members, or any controlling person resulting from such claims or demands arose out of the acquisition of any Shares by any person which may be based upon any untrue statement, or alleged untrue statement, of a material fact contained in the Fund’s Registration Statement, Prospectus or Statement of Additional Information (including amendments and supplements thereto), or any omission, or alleged omission, to state a material fact required to be stated

13

	therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished or confirmed in writing to the Fund by BNY Distributors or its affiliated persons (as defined in the 1940 Act). The foregoing rights of indemnification shall be in addition to any other rights to which the Fund or any such person shall be entitled to as a matter of law.
(d)	(i)	Notice of Claim. A party that seeks indemnification under Section 10 (a), (b) or (c) (“Indemnifying Party”) must promptly give the other party (“Indemnified Party”) notice of any legal action. However, a delay in notice does not relieve an indemnifying party of any liability to an Indemnified Party, except to the extent the Indemnifying Party shows that the delay materially prejudiced the defense of the action.
	(ii)	Participating or Assuming the Defense. The Indemnifying Party may participate in the defense at any time or it may assume the defense by giving notice to the Indemnified Party. After assuming the defense, the Indemnifying Party:
	1.	shall select an attorney that is reasonably satisfactory to the Indemnified Party;
	2.	shall not be liable to the Indemnified Party for any later attorney’s fees or for any other later expenses that the Indemnified Party incurs, except for reasonable investigation costs (unless counsel for the Indemnifying Party concludes that there is a conflict of interest

14

			between the Indemnifying Party and the Indemnified Party that requires the Indemnified party to retain separate counsel);
		3.	shall not compromise or settle the action without the Indemnified Party’s consent, which consent shall not be unreasonably withheld or delayed; and
		4.	shall not be liable for any compromise or settlement made without its consent.
	(iii)	Failing to Assume the Defense; Conflict of Interest. If the Indemnifying Party fails to assume the defense of any such action within a reasonable time after receiving notice of the action, or counsel for the Indemnifying Party determines that the Indemnified Party requires separate counsel, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of counsel retained by the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall not confess judgment or otherwise settle or compromise any action in respect of which the Indemnifying Party will be asked to provide indemnification hereunder without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed.
11.	Responsibility of BNY Distributors.
	(a)	BNY Distributors shall be under no duty to take any action hereunder on behalf of the Fund except as specifically set forth herein or as may be specifically agreed to by BNY Distributors and the Fund in a written amendment hereto. BNY Distributors shall be obligated to exercise care

15

	and diligence in the performance of its duties hereunder and to act in good faith in performing services provided for under this Agreement. BNY Distributors shall be liable only for any damages arising out of BNY Distributors’ failure to perform its duties under this Agreement to the extent such damages arise out of BNY Distributors’ willful misfeasance, bad faith, negligence or failure to perform its respective duties and obligations under this Agreement in any material respect.
(b)	Without limiting the generality of the foregoing or of any other provision of this Agreement, (i) BNY Distributors shall not be liable for losses beyond its control, including, without limitation, delays or errors or loss of data occurring by reason of circumstances beyond BNY Distributors’ control, provided that BNY Distributors has acted in accordance with the standard set forth in Section 11(a) above; and (ii) BNY Distributors shall not be under any duty or obligation to inquire into and shall not be liable for the validity or invalidity or authority or lack thereof of any Oral Instruction or Written Instruction, notice or other instrument which conforms to the applicable requirements of this Agreement, and which BNY Distributors reasonably believes to be genuine.
(c)	Notwithstanding anything in this Agreement to the contrary, neither BNY Distributors nor its affiliates shall be liable for any consequential, special or indirect losses or damages, whether or not the likelihood of such losses or damages was known by BNY Distributors or its affiliates.
(d)	No party may assert a cause of action against BNY Distributors or any of

16

		its affiliates that allegedly occurred more than twenty four (24) months after signing of the audit opinion of the Fund for the financial year during which facts are known to the Fund that should have alerted it that a basis for such cause of action existed.
	(d)	Each party shall have a duty to mitigate damages for which the other party may become responsible.
	(e)	The provisions of this Section 11 shall survive termination of this Agreement.
	(f)	Notwithstanding anything in this Agreement to the contrary, BNY Distributors shall have no liability either for any error or omission of any of its predecessors as servicer on behalf of the Fund or for any failure to discover any such error or omission.
12.	Duties and Obligations of the Fund.
	(a)	The Fund represents to BNY Distributors that all Registration Statements and Prospectuses filed by the Fund with the SEC under the 1933 Act with respect to the Shares have been prepared in conformity with the requirements of the 1933 Act and the rules and regulations of the SEC thereunder. Except as to information included in the Registration Statement in reliance upon information provided to the Fund by BNY Distributors or any affiliate of BNY Distributors for use in the Registration Statement, the Fund represents and warrants to BNY Distributors that any Registration Statement, when such Registration Statement becomes effective, will contain all statements required to be

17

stated therein in conformity with the 1933 Act and the rules and regulations of the SEC; that all statements of fact contained in any such Registration Statement will be true and correct in all material respects when such Registration Statement becomes effective; and that no Registration Statement when such Registration Statement becomes effective will include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not materially misleading to a purchaser of the Shares. BNY Distributors may but shall not be obligated to propose from time to time such amendment or amendments to any Registration Statement and such supplement or supplements to any Prospectus as, in the light of future developments, may, in the opinion of the BNY Distributors’ counsel, be necessary or advisable. BNY Distributors shall promptly notify the Fund of any advice given to it by its counsel regarding the necessity or advisability of amending or supplementing such Registration Statement. If the Fund shall not propose such amendment or amendments and/or supplement or supplements within thirty (30) days after receipt by the Fund of a written request from BNY Distributors to do so, BNY Distributors may, at its option, terminate this Agreement upon thirty (30) days’ prior written notice to the Fund. The Fund shall not file any amendment to any Registration Statement or supplement to any Prospectus without giving BNY Distributors reasonable notice thereof in advance; provided,

18

	however, that nothing contained in this Agreement shall in any way limit the Fund’s right to file at any time such amendments to any Registration Statements and/or supplements to any Prospectus, of whatever character, as the Fund may deem advisable, such right being in all respects absolute and unconditional. The Fund authorizes BNY Distributors to use any current Prospectus or Statement of Additional Information in the form furnished from time to time in connection with the sale of the Shares.
(b)	The Fund represents and warrants to BNY Distributors that the Fund is a series of investment company registered under the 1940 Act and the Shares sold by each Portfolio are, and will be, registered under the 1933 Act.
(c)	The net asset value of the Shares shall be determined in the manner provided in the then current Prospectus and Statement of Additional Information relating to the Shares, and when determined shall be applicable to all transactions as provided in the Prospectus. The net asset value of the Shares shall be calculated by the Fund or by another entity on behalf of the Fund. BNY Distributors shall have no duty to inquire into, or liability for, the accuracy of the net asset value per Share as calculated.
(d)	Whenever in its judgment such action is warranted by unusual market, economic or political conditions or abnormal circumstances of any kind, the Fund may decline to accept any orders for, or make any sales of, the Shares until such time as the Fund deems it advisable to accept such orders and to make such sales, and the Fund shall advise BNY Distributors

19

		promptly of any such determination.
	(e)	The Fund agrees to execute any and all documents and to furnish any and all information and otherwise to take all actions that may be reasonably necessary in connection with the qualification of the Shares for sale in such states as BNY Distributors may designate. The Fund shall notify BNY Distributors in writing of the states in which the Shares may be sold and shall notify BNY Distributors in writing of any changes to the information contained in the previous notification.
13.	Duties and Obligations of BNY Distributors.
	(a)	BNY Distributors will act on behalf of the Fund for the distribution of the Shares covered by the Registration Statement under the 1933 Act and provide the distribution services outlined below, and otherwise described herein, and as follows: (i) subject to any limitations imposed by the Fund or the Adviser, preparation and execution of sales or servicing agreements, (ii) preparation of quarterly 12b-1 Reports to the Board, and (iii) if required, literature review, recommendations and submission to FINRA.
	(b)	BNY Distributors shall use efforts deemed appropriate by BNY Distributors to solicit orders for the sale of the Shares and will undertake such advertising and promotion requested by the Fund and as it believes reasonable in connection with such solicitation. To the extent that BNY Distributors receives fees under any plan adopted by the Fund pursuant to Rule 12b-1 under the 1940 Act, BNY Distributors shall furnish and/or enter into arrangements with others for the furnishing of marketing or

20

sales services with respect to the Shares as may be required pursuant to such plan. To the extent that BNY Distributors receives shareholder services fees under any shareholder services plan adopted by the Fund, BNY Distributors shall furnish and/or enter into arrangements with others for the furnishing of, personal and/or account maintenance services with respect to the relevant shareholders of the Fund as may be required pursuant to such plan. It is contemplated that BNY Distributors may, if authorized in each instance by the Fund or the Adviser, enter into sales or servicing agreements with securities dealers, financial institutions and other industry professionals, such as investment advisers, accountants and estate planning firms. BNY Distributors will require each dealer with whom BNY Distributors has a selling agreement to conform to the applicable provisions of the Prospectus, with respect to the public offering price of the Shares and the other limitations with respect to permitted shareholders, and BNY Distributors shall not cause the Fund to withhold the placing of purchase orders so as to make a profit thereby.

(c)

BNY Distributors shall not utilize any materials in connection with the sale or offering of Shares except the Fund’s current Prospectus and Statement of Additional Information and such other materials as the Fund shall provide or approve. The Fund agrees to furnish BNY Distributors with sufficient copies of any and all: agreements, plans, communications with the public or other materials which the Fund intends to use in connection any sales of Shares, in adequate time for BNY Distributors to

21

		file and clear such materials with the proper authorities before they are put in use. BNY Distributors and the Fund may agree that any such material does not need to be filed subsequent to distribution. In addition, the Fund agrees not to use any such materials until so filed and cleared for use, if required, by appropriate authorities.
	(d)	BNY Distributors will transmit any orders received by it for purchase or redemption of the Shares to the transfer agent for the Fund. BNY Distributors will have no liability for payment for the purchase of Shares sold pursuant to this Agreement or with respect to redemptions or repurchases of Shares.
	(e)	No Shares shall be offered by either BNY Distributors or the Fund under any of the provisions of this Agreement and no orders for the purchase or sale of Shares hereunder shall be accepted by the Fund if and so long as effectiveness of the Registration Statement then in effect or any necessary amendments thereto shall be suspended under any of the provisions of the 1933 Act, or if and so long as a current Prospectus as required by Section 5(b)(2) of the 1933 Act is not on file with the SEC; provided, however, that nothing contained in this paragraph shall in any way restrict or have any application to or bearing upon the Fund’s obligation to redeem Shares tendered for redemption by any shareholder in accordance with the provisions of the Fund’s Registration Statement, Articles of Incorporation, or bylaws.
14.	Duration and Termination. This Agreement shall become effective as of the

22

Effective Date and, unless sooner terminated as provided herein, shall continue for an initial one-year term and thereafter shall be renewed for successive one-year terms, provided such continuance is specifically approved at least annually by (i) the Fund’s Board of Directors or (ii) by a vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Fund, provided that in either event the continuance is also approved by a majority of the Board Members who are not parties to this Agreement and who are not interested persons (as defined in the 1940 Act) of any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. This Agreement is terminable without penalty, on at least sixty (60) days’ written notice, by the Fund’s Board of Directors or by vote of a majority (as defined in the 1940 Act and Rule 18f-2 thereunder) of the outstanding voting securities of the Fund or, on at least six months’ prior written notice, by BNY Distributors. This Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act and the rules thereunder). In the event the Fund gives notice of termination, all expenses associated with movement (or duplication) of records and materials and conversion thereof to a successor transfer agent or other service provider, and all reasonable expenses incurred by BNY Distributors and necessary to effect the foregoing conversion, will be borne by the Fund.

15.

Notices. Notices shall be addressed (a) if to BNY Distributors, at 301 Bellevue Parkway, Wilmington, Delaware 19809, Attention: President (or such other address as BNY Distributors may inform the Fund in writing); (b) if to the Fund,

23

	c/o Bessemer Investment Management LLC, 630 Fifth Avenue, New York, New York 10111, Attention: President, with a copy to the General Counsel at the same address; or (c) if to neither of the foregoing, at such other address as shall have been given by like notice to the sender of any such notice or other communication by the other party. If notice is sent by confirming telegram, cable, telex or facsimile sending device, it shall be deemed to have been given immediately. If notice is sent by first-class mail, it shall be deemed to have been given three days after it has been mailed. If notice is sent by messenger, it shall be deemed to have been given on the day it is delivered.
16.	Amendments. This Agreement, or any term thereof, may be changed or waived only by a written amendment, signed by the party against whom enforcement of such change or waiver is sought.
17.	Counterparts. This Agreement 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.
18.	Further Actions. Each party agrees to perform such further acts and execute such further documents as are necessary to effectuate the purposes hereof.
19.	Miscellaneous.
	(a)	This Agreement embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof, provided that the parties may embody in one or more separate documents their agreement, if any, with respect to delegated duties.

24

(b)	Notwithstanding anything in this Agreement to the contrary, the Fund agrees to notify BNY Distributors of any modifications made to the Fund’s Registration Statement or policies that will affect BNY Distributors’ responsibilities under this Agreement; provided that, BNY Distributors shall not be bound by any such modifications that would affect materially the obligations or responsibilities of BNY Distributors hereunder unless BNY Distributors shall have accepted such modifications, which acceptance shall not be unreasonably withheld or delayed.
(c)	The captions in this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
(d)	This Agreement shall be deemed to be a contract made in Delaware and governed by New York law, without regard to principles of conflicts of law.
(e)	If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.
(f)	This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
(g)	Except as expressly provided in this Agreement, BNY Distributors hereby disclaims all representations and warranties, express or implied, made to the Fund or any other person, including, without limitation, any warranties

25

	regarding quality, suitability, merchantability, fitness for a particular purpose or otherwise (irrespective of any course of dealing, custom or usage of trade), of any services or any goods provided incidental to services provided under this Agreement. BNY Distributors disclaims any warranty of title or non-infringement except as otherwise set forth in this Agreement.
(h)	The facsimile signature of any party to this Agreement shall constitute the valid and binding execution hereof by such party.
(i)	The Fund will provide such information and documentation as BNY Distributors may reasonably request in connection with services provided by BNY Distributors to the Fund.
(j)	To help the U.S. government fight the funding of terrorism and money laundering activities, U.S. Federal law requires each financial institution to obtain, verify, and record certain information that identifies each person who initially opens an account with that financial institution on or after October 1, 2003. Certain of BNY Distributors and certain of its affiliates are financial institutions, and BNY Distributors may, as a matter of policy, request (or may have already requested) the Fund’s name, address and taxpayer identification number or other government-issued identification number, and, if such party is a natural person, that party’s date of birth. BNY Distributors may also ask (and may have already asked) for additional identifying information, and BNY Distributors may take steps (and may have already taken steps) to verify the authenticity and accuracy

26

of these data elements.

[Remainder of page intentionally left blank. Signature page follows.]

27

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

OLD WESTBURY FUNDS, INC.
By:	/s/ Marc D. Stern
Name: Marc D. Stern
Title: President
Date: June 23, 2010
BNY MELLON DISTRIBUTORS INC.
By:	/s/ T. Deck
Name: Tom Deck
Title: President
Date: June 22, 2010

28

EXHIBIT A

          THIS EXHIBIT A, dated as of July 1, 2010, is Exhibit A to that certain Underwriting Agreement dated as of July 1, 2010, between BNY Mellon Distributors Inc. and Old Westbury Funds, Inc.

PORTFOLIOS

Old Westbury U.S. Large Cap Fund

Old Westbury Non-U.S. Large Cap Fund

Old Westbury Global Opportunities Fund

Old Westbury Fixed Income Fund

Old Westbury Municipal Bond Fund

Old Westbury Global Small& Mid Cap Fund

Old Westbury Real Return Fund

29

EX-99.28(G)(VII)

Exhibit-99.28(g)(vii)

SIXTH AMENDMENT TO CUSTODIAN AGREEMENT

          THIS SIXTH AMENDMENT TO CUSTODIAN AGREEMENT dated as of September 1, 2010 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 and July 31, 2008 (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 amend the compensation payable thereunder and Appendix A to reflect name changes of certain series of the Fund;

          NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:

          1. Paragraph 21 of the Custodian Agreement is hereby amended and restated in its entirety to read as follows:

          “During the term of this Agreement, the Fund will pay to Bessemer 0.075%of the average daily net assets of the Old Westbury Non-U.S. Large Cap Fund; 0.015% of the average daily net assets of the Old Westbury U.S. Large Cap Fund, the Old Westbury Global Small & Mid Cap Fund, the Old Westbury Fixed Income Fund, and the Old Westbury Municipal Bond Fund; and 0.10% of the average daily net assets of the Old Westbury Real Return Fund, plus any transaction costs related to the Old Westbury Real Return Fund’s investments in coins or bullion or other forms of precious metals.”

          2. The series of the Fund set forth in Appendix A to the Custodian Agreement is hereby deleted in its entirety and replaced by the series of the Fund set forth in Appendix A hereto.

          3. The Custodian Agreement, as expressly amended hereby, shall continue in full force and effect.

          4. 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 Sixth 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

APPENDIX A

Old Westbury Fixed Income Fund

Old Westbury Non-U.S. Large Cap Fund

Old Westbury U.S. Large Cap Fund

Old Westbury Global Small & Mid Cap Fund

Old Westbury Municipal Bond Fund

Old Westbury Real Return Fund

EX-99.28(H)(I)

Exhibit-99.28(h)(i)

OLD WESTBURY FUNDS, INC.

ADMINISTRATIVE OVERSIGHT, SUPERVISION AND
COORDINATION SERVICES AGREEMENT

          THIS ADMINISTRATIVE OVERSIGHT, SUPERVISION AND COORDINATION SERVICES AGREEMENT (“Agreement”) is made as of September 1, 2010 by and between Old Westbury Funds, Inc. (the “Corporation”), a Maryland corporation having its principal place of business at 760 Moore Road, King of Prussia, Pennsylvania 19406, and Bessemer Trust Company, N.A., together with its affiliates (“BTNA”), a national association having its principal place of business at 630 Fifth Avenue, New York, New York 10111.

          WHEREAS, the Corporation is registered under the Investment Company Act of 1940, as amended (the “1940 Act”), as an open-end management investment company and is authorized to issue shares in one or more series; and

          WHEREAS, the Corporation desires that BTNA provide certain administrative oversight and related services for each series of the Corporation listed on Schedule A hereto, as such Schedule A may be amended or supplemented from time to time (each, a “Portfolio”, and collectively, the “Portfolios”), and BTNA is willing to perform those services on the terms and conditions set forth in this Agreement and desires to enter into an agreement to provide for these services to the Corporation upon the terms and conditions hereinafter set forth:

          NOW, THEREFORE, the Corporation and BTNA agree as follows;

          Section 1. Appointment. The Corporation hereby appoints BTNA, to provide the services specified in Section 3 hereof, and BTNA accepts such appointment and agrees to render such services, for the compensation and on the terms herein provided.

          Section 2. Delivery of Documents. The Corporation has furnished BTNA with, or BTNA otherwise has, copies of the Corporation’s Articles of Incorporation, By-Laws and Registration Statement filed with the Securities and Exchange Commission (the “Commission”) under the 1940 Act and the Securities Act of 1933, including the Prospectuses forming a part thereof and Statement of Additional Information relating to the Portfolios contained therein, and as may be supplemented from time to time.

          Section 3. Services of BTNA. Subject to the supervision and direction of the Corporation’s Board of Directors (the “Board”), BTNA shall provide the services set forth below as are reasonably necessary for the operations of the Corporation and each Portfolio (the “Services”). The Services, to the extent not required to be performed by any person or entity pursuant to any other agreement or arrangement with the Corporation, include, but are not limited to:

Supervision/Coordination Services

          (a) Oversee, supervise and coordinate matters relating to the operation of the Corporation, including any necessary coordination among the various Corporation’s service providers;

          (b) Provide the Corporation with adequate personnel and facilities necessary for the efficient operation and administration of the Corporation and with the services of a sufficient number of persons competent to perform such administrative, legal, compliance and clerical functions as are necessary to ensure compliance with federal securities laws and regulations and other applicable laws and regulations;

          (c) Assist in the selection of the Corporation’s third party service providers and monitor the quality of the services provided by such service providers including performing periodic visits to such service providers’ facilities;

          (d) Monitor the Portfolios’ expenses, including the calculation of fees paid to service providers;

          (e) Coordinate with external auditors with respect to the annual audit of the Portfolios’ financial statements and other matters, as applicable;

          (f) Coordinate with external legal counsel;

          (g) Coordinate and supervise the preparation by third parties of all federal, state, local and foreign tax returns and other reports of the Corporation required by applicable law;

          (h) Assist in the oversight and review of foreign custody managers;

Compliance Services

          (i) Assist in the maintenance of the Corporation’s compliance program, including, as applicable, developing systems and procedures to effectuate the compliance program;

          (j) Assist in the maintenance of the Corporation’s Code of Ethics and Sarbanes-Oxley Code of Ethics (collectively, the “Codes”) and monitor compliance of personnel with the Codes;

          (k) Assist in developing guidelines and procedures to improve overall compliance by the Corporation;

          (l) Coordinate with all relevant parties for any Corporation examinations, including regulatory examinations;

          (m) Assist in the filing of the Corporation’s proxy voting record on Form N-PX;

2

Financial/Accounting Services

          (n) Coordinate interface between the Corporation’s investment adviser and the Corporation’s accounting agent for trade and cash transactions;

          (o) Monitor daily changes in the Portfolios’ net asset values versus general market movement;

          (p) Reconcile, review and assist in the collection of outstanding tax reclaims;

          (q) Assist in margin and collateral processing oversight;

          (r) Coordinate global market opening and confirm registration requirements;

          (s) Monitor and report on cash availability;

          (t) Obtain and monitor fidelity bonds, directors’ and officers’ errors and omissions and excess errors and omissions insurance policies for the Portfolios; and

          (u) Perform any other services reasonably necessary for the administration/operation of the Corporation and the Portfolios.

          In connection with its duties under this Section 3, it is understood and agreed that BTNA may, at its own expense, use or engage agents, including its affiliates, in the connections of the provision of the Services.

          Section 4. Compensation. As compensation for the Services provided to the Corporation and the Portfolios by BTNA pursuant to this Agreement, the Corporation, on behalf of each Portfolio, shall pay the fees at the annual rates indicated on Schedule A hereto, as Schedule A may be amended or supplemented from time to time. BTNA’s fee shall be accrued for each calendar day and the sum of the daily fee accruals shall be paid monthly in arrears to BTNA. Any Services provided by a person or entity other than BTNA, including without limitation, services provided by attorneys not affiliated with BTNA, are not covered under this Agreement and are an expense of the Corporation or the Portfolios.

          Section 5. Limitation of Liability. BTNA shall not be liable for any error of judgment or mistake of law for any loss suffered by the Corporation in connection with the performance of its obligations and duties under this Agreement, except a loss resulting from BTNA’s willful misfeasance, bad faith or gross negligence in the performance of such obligations and duties, or by reason of its reckless disregard thereof.

          Section 6. Duration; Termination of Agreement.

          (a) This Agreement shall become effective on the same date as a certain Investment Advisory Agreement by and between the Corporation and BTNA that was approved by the Board on May 21, 2010 (the “Advisory Agreement”) becomes effective upon the approval by the shareholders of the Portfolios. This Agreement shall remain in full force and effect for one year or until terminated pursuant to the provisions of Section 6(b), and it may be reapproved at least annually by the Board, including a majority of the directors who are not interested persons of the Corporation or any party to this

3

Agreement, as defined in the 1940 Act. If the Advisory Agreement does not become effective, then this Agreement shall have no force and effect.

          (b) This Agreement may be terminated at any time, without payment of any penalty, by vote of the Board, on 60 days’ written notice to BTNA; or by BTNA on 60 days’ written notice to the Corporation. BTNA will cooperate with and assist the Corporation, its agents and any successor to this Agreement in any substitution/conversion process. The notice provided for herein may be waived by the party entitled to receipt thereof.

          (c) Sections 5 shall survive this Agreement’s termination.

          Section 7. Amendments. This Agreement may be amended at any time by mutual agreement in writing of the Corporation and BTNA, provided that the Board, including a majority of the directors who are not interested persons of the Corporation or any party to this Agreement, as defined in the 1940 Act, approves any such amendment.

          Section 8. Non-Exclusivity. The services of BTNA to the Portfolios are not to be deemed to be exclusive, and BTNA shall by free to render similar services or other services to others (including other investment companies) and to engage in other activities, and the Corporation has no objection to BTNA so acting. The Corporation further acknowledges that the persons employed by BTNA to assist in the performance of their duties under this Agreement may not devote their full time to such services and nothing contained in this Agreement shall be deemed to limit or restrict the right of BTNA or any affiliate of BTNA to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.

          Section 9. Miscellaneous.

          (a) Any notices under this Agreement shall be in writing, addressed and delivered or mailed to the other party at such address as such other party may designate for the receipt of such notice. Until further notice to the other party, it is agreed that the address of the Corporation shall be Old Westbury Funds, Inc., 760 Moore Road, King of Prussia, Pennsylvania 19406, Attn: President, and that of BTNA shall be Bessemer Trust Company, N.A., 530 Fifth Avenue, New York, New York 10111, Attn: General Counsel.

          (b) This Agreement shall extend to and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that this Agreement shall not be assignable without the written consent of the other party.

          (c) This Agreement shall be construed in accordance with the laws of the State of New York.

          (d) This Agreement may be executed in any number of counterparts each of which shall be deemed to be an original and which collectively shall be deemed to constitute only one instrument.

4

          (e) The captions of this Agreement are included for convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise effect their construction or effect.

          (f) If any provision of this Agreement is declared to be prohibited or unenforceable, the remaining provisions of this Agreement shall continue to be valid and fully enforceable.

          (g) This Agreement constitutes the entire agreement between the parties hereto with respect to the matters described herein.

[Signature Page Follows]

5

          IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized officers as of the day and year first above written.

OLD WESTBURY FUNDS, INC.
By:	/s/ Marc D. Stern
	Marc D. Stern
	President and Chief
	Executive Officer
BESSEMER TRUST COMPANY, N.A.
By:	/s/ John G. MacDonald
	John G. MacDonald
	Managing Director and Chief
	Financial Officer

6

Schedule A

For services rendered pursuant to this Agreement, the Corporation will pay BTNA, a fee, calculated daily and payable monthly, based on the annual rate of each portfolio’s daily net assets equal to the amount listed under the caption “Fee” in the table below for the Portfolio.

Portfolio	Fee
Old Westbury U.S. Large Cap Fund	0.03%
Old Westbury Non-U.S. Large Cap Fund	0.03%
Old Westbury Global Small & Mid Cap Fund	0.03%
Old Westbury Global Opportunities Fund	0.03%
Old Westbury Real Return Fund	0.03%
Old Westbury Fixed Income Fund	0.03%
Old Westbury Municipal Bond Fund	0.03%

A-1

EX-99.28(M)(II)

Exhibit-99.28(m)(ii)

APPENDIX A

THIS APPENDIX A, amended as of September 1, 2010, is Appendix A to that certain Shareholder Servicing Plan of the Old Westbury Funds, Inc.

SHAREHOLDER SERVICING FEES

Portfolios	Maximum Annual Shareholder Servicing Fee*
Fixed Income Fund		0.2	%
Global Small & Mid Cap Fund		0.2	%
Non-U.S. Large Cap Fund		0.2	%
U.S. Large Cap Fund		0.2	%
Global Opportunities Fund		0.2	%
Municipal Bond Fund		0.2	%
Real Return Fund		0.2	%

* Annual fees payable to BTNA are expressed as a percentage of the average daily net asset value of the shares of the particular Portfolio beneficially owned by or attributable to clients of BTNA and any Shareholder Sub-Servicing Agents.

EX-99.28(M)(III)

Exhibit-99.28(m)(iii)

FIRST AMENDMENT TO SHAREHOLDER SERVICING AGREEMENT

          THIS FIRST AMENDMENT TO SHAREHOLDER SERVICING AGREEMENT dated as of September 1, 2010 by and between OLD WESTBURY FUNDS, INC., a Maryland corporation (the “Corporation”), and BESSEMER TRUST COMPANY, N.A., a national association (“BTNA”).

W I T N E S S E T H:

          WHEREAS, the Corporation and BTNA are parties to that certain Shareholder Servicing Agreement dated as of March 1, 2007 (the “Shareholder Servicing Agreement”), pursuant to which BTNA provides certain shareholder support services to each series of the Corporation; and

          WHEREAS, the Corporation and BTNA desire to amend the Shareholder Servicing Agreement to amend the compensation payable thereunder and Schedule A to reflect name changes of certain series of the Corporation;

          NOW, THEREFORE, in consideration of the premises and the mutual agreements contained herein, the parties hereby agree as follows:

          1. Paragraph 1(b) of the Shareholder Servicing Agreement is hereby amended and restated in its entirety to read as follows:

          “In consideration of the foregoing, the Corporation will pay BTNA a fee at the annual rate of 0.2% of each of the Portfolio’s average daily net assets attributable to its clients and clients of any Shareholder Sub-Servicing Agents as compensation for providing Shareholder Support Services to such clients (“Shareholder Servicing Fees”). BTNA’s payment will be accrued by the Corporation daily, and will be payable on the last day of each calendar month for services performed hereunder during the month or on such other schedule as BTNA shall request of the Corporation in writing. ”

          2. The series of the Corporation set forth in Schedule A to the Shareholder Servicing Agreement is hereby deleted in its entirety and replaced by the series of the Corporation set forth in Schedule A hereto.

          3. The Shareholder Servicing Agreement, as expressly amended hereby, shall continue in full force and effect.

          4. 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 First Amendment to the Shareholder Servicing 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
	Marc D. Stern
	President and Chief Executive
	Officer

BESSEMER TRUST COMPANY, N.A.
By:	/s/ John G. MacDonald
	John G. MacDonald
	Managing Director and Chief Financial
	Officer

SCHEDULE A

Old Westbury Funds, Inc. Portfolios

U.S. Large Cap Fund

Non-U.S. Large Cap Fund

Global Small & Mid Cap Fund

Global Opportunities Fund

Real Return Fund

Fixed Income Fund

Municipal Bond Fund

EX-99.28(P)(III)

Exhibit 99.28(p)(iii)

Code of Conduct

Doing What’s Right

Table of Contents
CHAIRMAN’S LETTER	1
DOING WHAT’S RIGHT	2
HOW TO REPORT A CONCERN	3
KEY PRINCIPLES OF OUR CODE	4
WHAT YOU SHOULD KNOW ABOUT OUR CODE OF CONDUCT	5-9
Our values	5
Purpose of our Code	6
Who must follow this Code?	6
Waivers of the Code for executive officers	6
What is expected of employees?	7
What is expected of managers?	8
Responsibility to ask questions and report concerns	8
What happens when a concern is reported?	9
Zero tolerance for retaliation	9
Cooperating with an investigation	9
RESPECTING OTHERS	10-13
Mutual respect and professional treatment	10
Harassment-free environment	12
Safety and security	13
Managers’ responsibilities	13
AVOIDING CONFLICTS	14-23
Overview	14
Gifts and entertainment	15
Outside employment and business dealings	18
Outside service as a director, officer or general partner	20
Ownership of an outside business	21
Fiduciary appointments	21
Personal investment decisions	21
Dealing with family and close personal friends	22
Corporate opportunities	23
CONDUCTING BUSINESS	24-27
Fair competition and anti-trust	24
Anti-corruption and improper payments	26
Combating financial crime and money laundering	27
WORKING WITH GOVERNMENTS	28-29
Your obligations	28
Basic principles	29
PROTECTING ASSETS	30-36
Financial integrity	30
Additional standards for senior financial professionals	31
Use of company assets	31
Protecting client and employee records and observing our privacy principles	32
Records management	33
Use of computers, systems and corporate information	33
Inside or proprietary information	35
SUPPORTING OUR COMMUNITIES	37-39
Political activities	37
Investor and media relations	38
Charitable contributions and corporate sponsorship	39
Participating in trade associations, conferences and speaking engagements	39
ADDITIONAL HELP	40-41

The Code of Conduct does not alter the terms and conditions of your employment. Rather, it helps each of us to know what must be done to make sure we always Do What’s Right. The most current version of the Code can be found on MySource.

Throughout the Code, references to company policies apply only to global policies that cover all employees and do not include additional policies you must follow that are specific to your location or line of business. The Code is not intended to fully describe the requirements of referenced policies, which can be found in their entirety on MySource.

Robert P. Kelly
Chairman and Chief Executive Officer
BNY Mellon

Dear Colleague:

At BNY Mellon, nothing is more important than Doing What’s Right.

Our commitment to Ethics and Compliance is at the heart of our business and our organization. It defines us as a company and guides us as individuals who work to deliver our values — Client Focus, Trust, Teamwork and Outperformance — day in and day out.

But, Doing What’s Right means knowing what’s right, and sometimes that’s not as simple as it seems. There are countless laws and regulations we have to comply with and various company policies and procedures to which we must adhere. Understanding it all can be difficult. That’s why we have updated our Code of Conduct to make it easier to read and understand.

Our aim is to put into everyday language the basics you need to know as you go about your daily work. We can’t cover everything here, but this should give you a good sense of the fundamental concepts that apply across businesses and geographies, and all in text that is straightforward and free of jargon and legalisms.

Yet, I want to stress that your best indicator of right and wrong is your own instinct. If something seems wrong to you, you should and must speak up. Ask questions. Get more information until you are satisfied. And if you’re not satisfied, then speak to your manager or your manager’s manager or someone from Legal, Audit, Compliance, Human Resources, or our Ethics Hot Line and Ethics Help Line.

This responsibility to speak up is another good reason why our Code of Conduct is so important. It can help clarify what’s right and what isn’t, and it can guide you in how to take the appropriate action when necessary.

So, please take the time to read the Code as soon as possible. This is one of the easiest and most important steps you can take to ensure that you always Do What’s Right.

1

Doing What’s Right

At BNY Mellon, “Doing What’s Right” means

§	Contributing to an ethical culture is expected and valued,
§	Conducting business in full compliance with all applicable laws and regulations, and in accordance with the highest ethical standards,
§	Fostering honest, fair and open communication,
§	Demonstrating respect for our clients, communities and one another,
§	Being accountable for your own and team actions, and
§	Being willing to take a stand to correct or prevent any improper activity or business mistake.

How to Do What’s Right

§	Put company values, policies and procedures into action,
§	Know the laws and regulations affecting your job duties and follow them,
§	Take responsibility for talking to someone if you see a problem, and
§	Ask questions if you are unsure of the right thing to do.

When you are uncertain, ask yourself these questions

§	Could the action affect the company’s reputation?
§	Would it look bad if reported in the media?
§	Am I uncomfortable taking part in this action or knowing about it?
§	Is there any question of illegality?
§	Will the action be questionable with the passage of time?
If the answer to any of these questions is “yes,” ask more questions. Keep asking until you get a satisfactory answer. Talk to your manager, the Compliance and Ethics Department, Legal or Human Resources, or call the Ethics Office before doing anything further. Don’t stop asking until you get the help you need.
It’s your obligation to Do What’s Right.

2

How to report a concern:

Usually, the best place to start is by talking to your manager. If this makes you uncomfortable, then consider the options below.

Ethics Help Line

Ethics Help Line (operated by members of the company’s Ethics Office)

§	United States and Canada: 1-888-635-5662
§	Europe: 00-800-710-63562
§	Brazil: 0800-891-3813
§	Australia: 0011-800-710-63562
§	Asia: appropriate international access code +800-710-63562 (except Japan)
§	Japan: appropriate international access code +800-710-6356
§	All other locations: call collect to 412-236-7519

Please note that your phone call can be anonymous.

E-mail: ethics@bnymellon.com (To remain anonymous, please use the telephone help line for reporting your concern.)

Ethics Hot Line

Ethics Hot Line (operated by EthicsPoint, an independent hotline administrator)

§	United States and Canada: 1- 866-294-4696
§	Outside the United States dial the AT&T Direct Access Number for your country and carrier, then 866-294-4696

AT&T Direct Access Numbers by Country/Carrier

§	United Kingdom: British Telecom 0-800-89-0011; C&W 0-500-89-0011; NTL 0-800-013-0011
§	India: 000-117
§	Brazil: 0-800-890-0288
§	Ireland: 1-800-550-000; Universal International Freephone 00-800-222-55288
§	Japan: Softbank Telecom 00 663-5111; KDDI 00 539-111
§	Australia: Telstra 1-800-881-011; Optus 1-800-551-155
§	Hong Kong: Hong Kong Telephone 800-96-1111; New World Telephone 800-93-2266
§	Singapore: Sing Tel 800-011-1111; StarHub 800-001-0001

Web Report: http://www.ethicspoint.com (hosted on EthicsPoint’s secure servers and is not part of the company’s web site or intranet).

Please note that all contacts to EthicsPoint can be anonymous.

Incident Reporting

Incident Reporting
If your concern involves potential criminal or unusual client activity, you must file an Incident Report within 72 hours. In the US, you can file an Incident Report using the icon on your PC desktop. In other locations, you should contact your compliance officer for assistance in following country-specific guidelines.

Director’s Mailbox

Director’s Mailbox
If your concern involves questionable accounting or auditing matters, you may also report your concern to the Presiding Director of the Board (who is independent of management). You can contact the Presiding Director by sending an e-mail to non-managementdirector@bnymellon.com or by postal mail addressed to:

BNY Mellon

Church Street Station

PO Box 2164

New York, New York 10008-2164 USA

Attention: Non-Management Director

Please note the postal mail option can be anonymous.

3

Key Principles of Our Code Respecting others We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because it’s the right thing to do. Avoiding conflicts We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict. Conducting business We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime. Working with governments We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government. Protecting assets We ensure all entries made in the company’s books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client. Supporting our communities We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way that we interact with our communities and the public at large.

4

What you should know about our Code of Conduct

Our Values

Our values provide the framework for our decision-making and guide our business conduct. Incorporating these values into our actions helps us to do what is right and protect the reputation of the company.

§	Client Focus: Being our clients’ “partner of choice” by delivering the world’s best client service
§	Trust: Acting with the highest standards of integrity and openness to ensure the trust of those we serve
§	Teamwork: Fostering diversity and collaboration, and empowering employees to deliver our very best
§	Outperformance: Consistently exceeding the expectations of our clients, communities, shareholders and each other

What our values do:

§	Explain what we stand for and our shared culture
§	Span geographies and lines of business
§	Represent the promises made to our clients, communities, shareholders and each other
§	Are critical to our success

At the foundation of our Code of Conduct are our Values – Client Focus, Trust, Teamwork and Outperformance.

Our values underscore our commitment to be a client-focused, trusted financial institution driven by an empowered global team dedicated to outperforming in every market we serve.

5

Compliance with the letter and the spirit of our Code of Conduct, laws and regulations, policies and procedures is not optional. It’s how we do business: it’s the embodiment of Doing What’s Right.

Purpose of our Code

Today’s global marketplace is filled with a host of new challenges and changes, but one constant guides us — the mandate to meet the highest standards of legal and ethical integrity.

The Code of Conduct is the foundation of our commitment to Doing What’s Right, but it is not intended to describe every law or policy that applies to you. Nor does it address every business situation you may face. You’re expected to use common sense and good judgment, and seek advice when you’re unsure of the proper response to a particular situation.

The Code provides the framework and sets the expectations for business conduct. It clarifies our responsibilities to each other, clients, suppliers, government officials, competitors and the communities we serve. It outlines important legal and ethical issues. Failing to meet these standards could expose our company to serious damage.

Who must follow this Code?

All employees worldwide who work for BNY Mellon or an entity that is more than 50 percent owned by the company must adhere to the standards in our Code. No employee is exempt from these requirements, regardless of the position you hold, the location of your job or the number of hours you work. If you oversee vendors, consultants or temporary workers, you must supervise their work to ensure their actions are consistent with the key principles in this Code.

Waivers of the Code for Executive Officers

Waivers of the Code are not permitted for any executive officer of BNY Mellon, unless the waiver is made by the company’s Board of Directors (or a committee of the Board) and disclosed promptly to shareholders. Individuals who are deemed to be “executive officers” of BNY Mellon will be notified as appropriate.

6

Q & A

Q: I work outside of the US. Do US laws apply to me?

A: BNY Mellon does business all over the world, which means that you may be subject to laws of countries other than the one in which you live. You must follow those laws that apply to your business duties, wherever you work. BNY Mellon is the parent of our operating companies and is incorporated in the US, so US laws may apply to certain business activities even if they are conducted outside of the US. The reverse may also be true — other countries may apply their laws outside of their boundaries. If you have questions about the laws that apply to your business activity, ask your manager or contact the Legal representative who supports your line of business.

What is expected of employees?

You’re responsible for contributing to our culture of Doing What’s Right by knowing the rules that apply to your job. This includes company policies, procedures, laws and regulations governing the country and businesses in which you work. Some lines of business may have more restrictive policies and procedures, and certain countries may have laws that are unique to a location. In these situations, you’re expected to follow the more restrictive rules.

You’re expected to ask your manager if you have questions about performing your job. If you do not get an adequate response, it’s your duty to keep asking until you get a satisfactory answer. You must question any request that does not comply with company policies, laws or regulations, or is inconsistent with our Code of Conduct.

No manager or leader in our company can ask you to violate a law or regulation, or to act in a manner inconsistent with our Code of Conduct. You should challenge any such request and alert appropriate individuals.

You’re expected to comply with applicable laws and regulations and follow this Code, including the spirit of its intent. The penalty for violating any provision may be disciplinary action up to and including dismissal. If you violate a criminal law applicable to the company’s business, the matter will be reported to the appropriate authorities.

You are required to use CODE RAP (Code Reports and Permissions) to report or obtain approval for certain activities that are noted throughout the Code of Conduct and various company policies (e.g., gifts, entertainment and certain outside employment or positions). CODE RAP is a web-based system that can be used from any PC with an Internet connection. Secure logon credentials are required to access CODE RAP and you can learn more by visiting MySource, the company’s intranet site. If you need assistance or do not have access to a PC, ask your manager for help.

You’re obligated to comply fully with our Code of Conduct and may be required to certify your compliance with the Code. You will be notified of any required certifications.

7

Q & A

Q: Where do I go for help if I’m uncomfortable talking to my management?

A: You can contact the Ethics Help Line or the Ethics Hot Line. The contact information is located in the Code of Conduct, on MySource and on the company’s public Internet site.

What is expected of managers?

Those who manage or supervise others have a special obligation to set an example in Doing What’s Right. Some of the ways you’re expected to demonstrate this leadership include:

§	Creating a culture of compliance and ethics,
§	Ensuring employees have the relevant resources to understand their job duties,
§	Monitoring compliance with the Code of Conduct, company policies and procedures of the employees you supervise,
§	Fostering an environment in which employees are comfortable raising questions and concerns without fear of retaliation,
§	Reporting instances of non-compliance to the proper management level,
§	Taking appropriate disciplinary action for compliance and ethics violations, and
§	Reviewing the Code of Conduct no less than annually with your staff.

Responsibility to ask questions and report concerns

It’s important that you speak up if you have a question or concern about what to do in a certain situation or if you believe someone is doing — or about to do — something that violates the law, company policy or our Code of Conduct. If you have a genuine concern, you must raise it promptly. The longer you wait, the worse the situation may become.

If you have a question or concern, your manager is usually a good place to start. Other people you may go to for help or advice are:

§	Your manager’s manager
§	Your line of business Compliance officer
§	Someone in the Human Resources or the Legal department

The important thing is that you speak up. If your concern is not addressed, raise it through other channels. You can always contact the Ethics Office through the Ethics Help Line or Ethics Hot Line.

You can also visit the Doing What’s Right section of the Compliance and Ethics page on MySource for more information on reporting an issue or incident.

8

Q & A

Q: Can I report a concern anonymously?

A: Yes, you can report your concern to the Ethics Help Line or Ethics Hot Line anonymously if you wish.

What happens when a concern is reported?

When you report a concern to the Ethics Help Line or Ethics Hot Line, your concerns will be taken seriously and investigated fully. Be prepared to give detailed information about your concern. You can choose to be anonymous if you want. Your confidentiality will be protected to the fullest extent possible and every effort will be made to quickly resolve your concern.

These reporting mechanisms are meant to be used only when you have a genuine concern that something is wrong. You will not be provided protection for your own misconduct just because you filed a report or if you knowingly give a false report.

Zero tolerance for retaliation

Anyone who reports a concern or reports misconduct in good faith, and with the reasonable belief that the information is true, is demonstrating a commitment to our values and following our Code of Conduct. The company has zero tolerance for acts of retaliation. Zero means zero. No one has the authority to justify an act of retaliation. Any employee who engages in retaliation will be subject to disciplinary action, which may include dismissal.

Cooperating with an investigation

You’re expected to cooperate with any investigation into alleged violations of our Code of Conduct, laws, regulations, policies or procedures, and are expected to be truthful and forthcoming during any investigation. This includes situations where you are an involved party, a witness, or are asked to provide information as part of an investigation. Any attempt to withhold information, sabotage or otherwise interfere with an investigation may be subject to any level of disciplinary action up to and including dismissal.

Remember, investigations are confidential company matters. You are not allowed to discuss any aspect of an investigation, even the fact that an investigation is being conducted, with any person not authorized to know it, including your co-workers and managers, as well as people outside of the company.

9

It’s your obligation to Do What’s Right.

Key Principle: Respecting Others

Respecting Others

We are committed to fostering an inclusive workplace where talented people want to stay and develop their careers. Supporting a diverse, engaged workforce allows us to be successful in building trust, empowering teams, serving our clients and outperforming our peers. We give equal employment opportunity to all individuals in compliance with legal requirements and because it’s the right thing to do.

MUTUAL RESPECT AND PROFESSIONAL TREATMENT

HARASSMENT-FREE ENVIRONMENT

SAFETY AND SECURITY

MANAGERS’ RESPONSIBILITIES

Key Principle: Respecting Others

Mutual respect and professional treatment

One of our values is Teamwork and nothing damages a team more quickly than a lack of mutual respect. For our company to be successful, we all must work together toward common goals. Employees and managers share a mutual responsibility to keep one another informed of any information that may be important to job performance and to understanding the organization. You’re expected to treat your fellow employees professionally — it’s what we owe each other in the workplace.

The company recognizes your right to form personal relationships with those you meet in the workplace; however, you’re expected to use good judgment to ensure your personal relationships do not negatively affect your job performance or interfere with your ability to supervise others. Favoritism, open displays of affection and making business decisions based on emotions or personal relationships are inappropriate.

Situations that involve borrowing money, or making loans between employees, or between one employee and a family member of another employee must be avoided, unless it is of an incidental nature involving a minimal amount of money. Managers should be particularly sensitive to situations involving lending money to those who report to them and avoid these workplace situations.

(Reference: Loans from One Employee to Another)

Q & A

Q: I asked a question in a staff meeting and the response I received was offensive — several people laughed at me and I was mortified. What should I do?

A: The response you received was inappropriate. Healthy communication can only occur in environments where different opinions can be expressed and respectful debate occurs. It’s okay to disagree with a colleague. However, it must be done in a professional and respectful way. Talk to the person who made the remark. If you feel uncomfortable doing so, speak with your manager or Human Resources.

10

Key Principle: Respecting Others

Similarly, gifts and entertainment between employees (including family members of another employee) can create conflicts. Company policy places limits on the amounts that are permissible and amounts above those established limits require approval via CODE RAP.

(Reference: Gifts and Entertainment from One Employee to Another)

Managers must also be aware of situations where family members or close personal friends may also work at BNY Mellon. The company prohibits any work situations where there is a direct reporting relationship between family members. In addition, wherever possible, situations should be avoided that involve family members working in the same business unit at the same location, or family members working in positions where they can jointly control or influence transactions. Senior executives must be aware that there are restrictions on hiring family members. If you encounter such a situation or are aware of one, you should contact Human Resources for guidance.

(Reference: Hiring and Continued Employment of Employees’ Relatives or Individuals Sharing Employees’ Household)

11

Harrassment-free environment

BNY Mellon will not tolerate any form of harassment or discrimination. Harassment can be verbal, physical or include visual images where the effect creates an offensive atmosphere. It can take many forms and includes jokes, slurs and offensive remarks, whether delivered verbally, graphically or in electronic media, including e-mail.

Harassment also includes disrespectful behavior or remarks that involve a person’s race, color, sex, age, sexual orientation, gender identity, religion, disability, national origin or any other legally protected status. Certain local laws or regulations may provide additional protection for employees, so check with Human Resources or the Legal department in your local area if you have questions.

Some countries have specific laws concerning sexual harassment that include:

§	Intentional or unintentional, unwelcome sexual advances with or without touching
§	Coerced sexual acts
§	Requests or demands for sexual favors
§	Other verbal or physical conduct of a sexual nature

Our commitment to a harassment-free environment applies in all work-related settings and activities, whether on or off company premises, and extends to employees’ actions toward clients and vendors.

Harassment of any kind will not be tolerated in the workplace.

Q & A

Q: A colleague makes comments about my appearance that make me feel uncomfortable. I’ve told my colleague that I don’t like these comments, but they continue and I’m told I’m too sensitive. What am I supposed to do?

A: You should talk to your manager and ask for help. If you do not feel comfortable talking to your manager, talk to Human Resources or call the Ethics Help Line or Ethics Hot Line.

12

Key Principle: Respecting Others

Safety and security

BNY Mellon is committed to establishing and maintaining safe and healthy working conditions at all locations and to complying with laws that pertain to employee workplace safety. Listed below are some of the principles of maintaining a safe and secure workplace:

§	You must contribute to maintaining a workplace free from aggression. Threats, intimidating behavior or any acts of violence will not be tolerated.
§	You may not use, possess, sell or transfer illegal drugs on company property. In addition, you won’t be permitted to work if you’re using illegal drugs or impaired by alcohol.
§	You may not bring weapons onto company property. This includes weapons used for sporting purposes or otherwise legal to possess. Weapons of any kind have no place in the work environment.
§	You should be alert to individuals who are on company premises without proper authorization. Make sure you observe all physical access rules in your location and report incidents of unauthorized entry to your manager or to security personnel.
	(Reference: Company Identification Card Issuance; Display and Use of Company Identification)

Q & A

Q: I have reason to believe that a colleague is coming to the office intoxicated. What should I do?

A: You should notify your manager immediately. If you’re uncomfortable discussing this with your manager, contact Human Resources.

Managers’ responsibilities

As part of a worldwide financial services organization, managers have a special responsibility to demonstrate our values through their actions. Managers must foster an environment of integrity, honesty and respect. This includes creating a work environment that is free from discrimination, harassment, intimidation or bullying of any kind. This type of behavior will not be tolerated and is inconsistent with our values and the Code of Conduct.

Managers also must ensure that all aspects of the employment relationship are free from bias and that decisions are based upon individual performance and merit.

13

It’s your obligation to Do What’s Right.

Key Principle: Avoiding Conflicts

Avoiding Conflicts

We make our business decisions free from conflicting outside influences. Our business decisions are based on our duty to BNY Mellon and our clients, and not driven by any personal interest or gain. We are alert to any potential conflict of interest and ensure we identify and mitigate or eliminate any such conflict.

GIFTS AND ENTERTAINMENT

OUTSIDE EMPLOYMENT AND BUSINESS DEALINGS

OUTSIDE SERVICE AS A DIRECTOR, OFFICER OR GENERAL PARTNER

OWNERSHIP OF AN OUTSIDE BUSINESS

FIDUCIARY APPOINTMENTS

PERSONAL INVESTMENT DECISIONS

DEALING WITH FAMILY AND CLOSE PERSONAL FRIENDS
CORPORATE OPPORTUNITIES

Key Principle: Avoiding Conflicts

Overview

The way we conduct our daily business dealings with clients, suppliers, vendors and competitors determines our reputation in the marketplace far more than any other actions we take. Each one of us contributes to BNY Mellon’s reputation. You’re expected always to act in a way that reflects our commitment to integrity and responsible business behavior.

A conflict of interest is any situation where your interests and the company’s interests are, or appear to be, in opposition. When you’re in such a situation, it’s difficult to objectively fulfill your job duties and your loyalty to the company may be compromised — or appear to be compromised. Every business decision you make should be in the best interests of the company and not for your own personal gain or benefit. So, you may not engage in any activity that creates, or even appears to create, a conflict of interest between you and BNY Mellon. You should not take any business action, including any loan or guarantee, for your personal benefit, or to benefit a relative or close friend at the expense of the company’s best interests.

If you believe you have a conflict of interest, or may be perceived to have such a conflict, you must disclose this to your Compliance Officer or to the Ethics Office. You’re expected to cooperate fully with all efforts to resolve any such conflict. The routine activities on the following pages can give rise to an actual or perceived conflict of interest.

(Reference: Conflicts of Interest)

Even if the conflict does not create an improper action, the appearance of a conflict of interest can be equally damaging to our reputation.

14

Key Principle: Avoiding Conflicts

Gifts and entertainment

Our clients, suppliers and vendors are vital to BNY Mellon’s success. That’s why it’s imperative that these relationships remain objective and fair. While business gifts and entertainment can be important to building goodwill, they can also affect the relationship if your ability to exercise sound business judgment becomes blurred. To prevent misunderstandings, it’s recommended that, at the beginning of the business relationship, you discuss with your clients, suppliers and vendors what is permissible under our Code.

Fundamentally, interactions with existing or prospective clients, suppliers and vendors are business relationships that should be treated accordingly. The inappropriate giving or receiving of gifts and entertainment can erode the distinction between a business and a personal relationship. An appropriate benchmark is whether public disclosure of any gift or entertainment you accept or give would embarrass you or damage BNY Mellon’s reputation.

If your judgment begins to be influenced inappropriately by a close relationship with a client, supplier or vendor, then you have crossed the line and you should remove yourself from that relationship.

Q & A

Q: My line of business is considering asking a local vendor that we use from time to time to donate small gifts to a local charity. Since we’re not getting anything of value, can we assume this is allowable?

A: No. This is inappropriate. Asking vendors or suppliers to donate gifts, even if nominal in amount and for a charitable purpose, gives the impression that they must honor our request to continue doing business with the company.

The basic principle is that no gift or entertainment may be accepted or provided if it obligates you, or appears to obligate you, to the individual receiving or giving the gift or entertainment. Gifts and entertainment should be defined in the broadest sense to include money, securities, business opportunities, goods, services, discounts on goods or services, entertainment, food, drink and any similar items.

In addition to the rules noted on the next page that apply across the company, certain lines of business may have more restrictive rules and requirements. You are expected to know and follow the more rigorous standards that may apply to your job or your location.

15

The following are NOT allowed, regardless of the value:
§	Accepting or giving anything as a “quid pro quo”, that is for doing something in return for the gift or entertainment,
§	Accepting or giving cash or cash equivalents (e.g., checks, cash convertible gift certificates or cards, securities and loans),
§	Accepting or giving a gift or entertainment that violates any law or regulation or brings harm to BNY Mellon’s reputation,
§	Accepting or giving anything that could be viewed as a bribe, payoff or improper influence,
§	Accepting or giving a gift or entertainment that violates any standard of conduct for your profession, especially if you hold a license or a certification,
§	Using your position in any way to obtain anything of value from prospective or existing clients, suppliers, vendors or persons to whom you refer business,
§	Providing entertainment that is lavish or too frequent for an existing or prospective client, vendor or supplier,
§	Participating in any entertainment that is inappropriate, sexually oriented or inconsistent with ethical business practices,
§	Accepting gifts or entertainment from, or giving them to, any vendor or supplier during the selection or sourcing process, whether or not you are the primary relationship manager or involved directly in the negotiation to secure the products or services,
§	Participating in any action that would cause the other person to violate their own company’s standards for gifts and entertainment, and
§	Providing gifts or entertainment to an existing or prospective client, supplier or vendor not recorded properly in the company books and records.

Q & A

Q: I am vacationing in the Caribbean and my client has a home on the island that I’m visiting. She’s been asking me to stay in her home. I’ll make sure we discuss business and I may even be able to get some business referrals from her friends. There won’t be any expense to BNY Mellon. Can I stay in the client’s home?

A: No. Staying in a client’s home is inappropriate. Your client is a business associate, not a personal friend. This type of entertainment could be viewed as improper and could bring harm to the company’s reputation if disclosed to the public. The fact that the company is not paying for any expenses is not relevant. You should thank the client for the kind suggestion, explain our policy and politely decline the offer.

16

Key Principle: Avoiding Conflicts

The following require express pre-approval or reporting via CODE RAP before you proceed. Approval is required whether you’re the recipient of the gift or entertainment, or you’re providing such to a client, vendor or supplier:
§	Accepting a gift or bequest under a will or trust document of a client of BNY Mellon, regardless of the amount,
§	Attending special, high-profile events, such as World Cup matches or Super Bowl games, regardless of the stated amount on the tickets,
§	Giving or receiving any gift or entertainment that exceeds amounts permissible in company policy (entertainment includes meals, refreshments or other accommodations, but should only be considered business entertainment if given in connection with a legitimate business meeting), and
§	Giving gifts or entertainment to any US government official (federal, state and local)
	–	The laws surrounding gifts or entertainment to government officials are complex, so you should ask your manager for assistance or contact the Government Contracting Unit of Compliance with questions.
The following are usually acceptable, but you should raise questions if you’re in doubt:
§	Gifts based upon obvious family or long-standing, personal relationships (such as those between you and your parents, children, spouse or a childhood friend), where the circumstances make it clear that those relationships are the motivating factor for the gift, rather than the business relationship,
Q & A
Q: I’m worried about the impression my office is giving to the community. We host what I consider to be lavish parties for prospective clients and some people seem to be constantly “entertaining” clients. Should I be worried?
A: It depends. It could be that your colleagues are engaging in legitimate business entertainment. It’s possible that the entertainment complies with the Code of Conduct and company policies, and you may not have all the facts. You should talk to your manager or the next level of management about your concern. If you’re uncomfortable doing this or you get an unsatisfactory answer, contact the Ethics Help Line or the Ethics Hot Line to report your concern.
§	Gifts of a nominal value (under $100 US or local equivalent), but only if the gift is given in connection with a commonly recognized event or occasion (e.g., holiday, job event such as a promotion or retirement, life event such as a wedding, or a business event such as a conference, sports or cultural event). Even in these situations, you must report the gift or entertainment to your direct manager,
§	Promotional items of a nominal value, such as pens, calendars, paperweights,
§	Items with little intrinsic value, such as plaques, certificates and trophies recognizing service and accomplishments for civic, charitable, educational or religious organizations,

17

§	Discounts or rebates on merchandise or services that do not exceed those available to the general public or available to you as an employee of the company, and
§	Loans from other financial institutions, so long as they are on customary terms for legally permissible purposes.
If you receive a gift not in compliance with these requirements, you must immediately return the gift to the sender. If appropriate, you should send a letter explaining the company’s policy or your business line’s policies.

(Reference: Policy on Gifts, Entertainment, and Other Payments)

Outside employment and business dealings
Certain types of outside employment or business dealings may cause a conflict of interest or the appearance of a conflict. It’s your responsibility to recognize these situations. Any activity that diminishes your ability to perform your job duties objectively, benefits you at the expense of BNY Mellon, competes with any business or service provided by the company, or has the potential to damage our reputation will not be permitted.
Certain types of outside employment or business dealings may not be accepted while employed by BNY Mellon, including:
§	Employment or association with companies or organizations that prepare, audit or certify statements or documents pertinent to the company’s business,
§	Employment with clients, competitors, vendors or suppliers that you deal with in the normal course of your job duties, and
§	Any business relationship with a client, prospect, supplier, vendor or agent of the company (other than normal consumer transactions conducted through ordinary retail sources).
Q & A
Q: A colleague of mine works part-time for a company that provides office supplies, such as paper and pens, to BNY Mellon. Should I be concerned that his outside employment could be a conflict?
A: It does not seem likely this would be a conflict, so long as your colleague is not involved in the decision making process to purchase supplies from the outside company or approve invoices or payments to the supplier. If you’re concerned, you may want to talk with your manager. In addition, you can always contact your Compliance Officer or the Ethics Office for guidance.

18

Key Principle: Avoiding Conflicts

Certain types of outside employment and business dealings require approval from the company before acceptance. You must seek approval via CODE RAP. Depending upon your job duties or other regulatory requirements, your request may be denied or limits may be placed upon your activities. The following positions require approval:
§	Employment involving the use of a professional license even if that license is not required for you to perform your current duties (e.g., FINRA, real estate, insurance, certified accountant and attorney),
§	Employment involving providing tax advice or tax return preparation,
§	Any type of employment in the financial services industry,
§	Employment that could compete with the company or divert business opportunities in any way,
§	Any position that is similar in nature to your present job duties and involves a “knowledge transfer” to the other organization,
§	Jobs that adversely affect the quality of your work, distract your attention from your job duties or otherwise influence your judgment when acting on behalf of the company,
§	Employment of any kind that would negatively impact the company’s financial or professional reputation, and
§	Serving as an expert witness, industry arbitrator or other similar litigation support that is unrelated to BNY Mellon, as these activities generally take a significant amount of time and have the potential to create conflicts of interest (e.g., taking a position that is contrary to company policies or procedures or otherwise conflicts with the interests of our clients).
Even if your outside employment is approved or permissible under the Code, you may not solicit employees, clients, vendors or suppliers, nor may you utilize the company’s name, time, property, supplies or equipment. All approvals granted for outside employment expire after one year. Annual re-approval via CODE RAP is required since facts and circumstances may change.

(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation Issues)

19

Outside service as a director, officer or general partner

You must obtain prior approval before you serve as a board member, officer or general partner of the following:

§	All for-profit companies, and
§	Non-profit entities, where any of the following circumstances exist:
	–	There is a client, business or financial relationship between the entity and BNY Mellon, including receiving charitable contributions, grants or foundation money.
	–	The entity is a trade or industry organization (e.g., Financial Industry Regulatory Authority or the Chartered Financial Analyst Institute).
	–	You receive any type of compensation (e.g., cash, securities, goods, services).
	–	The entity is any type of government agency or your position is considered to be a public official (whether elected or appointed).
	–	You have been asked by BNY Mellon to serve the organization.

You may not serve until you have full approval from BNY Mellon as required by policy and documented in CODE RAP. If you are compensated, you may be required to surrender the compensation if there is a potential conflict of interest or you’re serving the outside entity on behalf of BNY Mellon. Annual re-approval via CODE RAP is required as facts and circumstances may change, so you may not be given permission to serve every year.

Even if the service does not require approval, you must notify BNY Mellon of any anticipated negative publicity, and you must follow these guidelines while you serve:

§	Never attempt to influence or take part in votes or decisions that may lead to the use of a BNY Mellon product, service or other type of benefit to the company; the entity records must reflect that you abstained from such a vote or discussion.
§	You must ensure the entity conducts its affairs lawfully, ethically, and in accordance with prudent management and financial practices. If you cannot, then you must resign.

(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation Issues; Restrictions on Accepting Compensation When Serving as a Board Member or Senior Officer of an Outside Entity)

Q & A

Q: I’ve been asked to sit on the board of a local non-profit group. They use our Wealth Management group to manage their charitable giving program. I don’t have any business dealings with the non-profit group and don’t work in Wealth Management. Do I have to report this?

A: Yes. The non-profit entity is a client of BNY Mellon. It does not matter which line of business has the client relationship, or whether or not you have any business dealings with the group. You must submit a CODE RAP form and receive approval before you agree to serve.

20

Key Principle: Avoiding Conflicts

Ownership of an outside business

If you own a business (either as a sole proprietor or partial owner), you must seek approval for this ownership via CODE RAP. You’ll be required to provide pertinent details, such as any relationship with BNY Mellon (including employees), any compensation/payment received, time required and potential conflicts of interest (actual or in appearance). Annual re-approval via CODE RAP is required as facts and circumstances may change.

(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation Issues)

Fiduciary appointments

Fiduciary appointments are those where you act as an administrator, executor, guardian or custodian for a minor, trustee or managing agent. In general, you’re strongly discouraged from serving as a fiduciary unless you’re doing so for a family member or a long-standing, personal friend. Any request must be submitted through CODE RAP.

Even if you’re serving as a fiduciary for a family member or a long-standing, personal friend, you should be cautious if they are a company client or if you receive compensation for your service. Both of these situations require approval through CODE RAP. If there is a client relationship, there may be restrictions or controls placed on your service, or you may be denied the ability to serve in such a fiduciary capacity.

In all situations where you’re acting as a fiduciary, you must follow these guidelines:

§	Do not represent that you’re performing the same professional services that are performed by a bank, or that you have access to such services,
§	Do not accept a fee for acting as a co-fiduciary with a bank, unless you receive approval from the board of directors of that bank, and
§	Do not permit your appointment to interfere with the time and attention you devote to your BNY Mellon job duties.

Personal investment decisions

Your personal investments, and those of certain family members, could lead to conflicts of interest. Therefore, you’re required to comply with the company’s Personal Securities Trading Policy, including adhering to the restrictions placed on trading in BNY Mellon securities and a strict prohibition against insider trading. Certain employees will have additional restrictions placed on their personal investments that may include reporting and pre-clearing various types of securities transactions. You must be familiar with the responsibilities that apply to your job and you’ll be expected to follow those rules.

In addition, if you have (or anyone who reports to you has) responsibility for a client, supplier or vendor relationship as part of your job duties, you must be cautious about potential investments in that business or its securities, particularly for privately held or thinly traded public companies and ensure your full compliance with the Personal Securities Trading Policy.

(Reference: Personal Securities Trading Policy)

21

Dealings with family and close personal friends

You should be particularly sensitive to business situations involving family members, household members or close personal friends. In general, a family member or close personal friend should not have any business dealings with you or with anyone who reports to you. This also includes situations where your family members or close personal friends provide an indirect service to a client for whom you have responsibility.

You must disclose any such situation to your manager and your Compliance Officer and cooperate with all efforts to resolve such conflicts.

Q & A

Q: A client of mine is considering hiring my wife as his accountant. I did not make the referral to my client. Is this okay?

A: This situation could cause a conflict of interest, and you should contact your manager and your Compliance Officer immediately. If your wife is acting as your client’s accountant, she may be relying upon information BNY Mellon provides on the client’s account. This is a situation that puts you in a potential conflict of interest, so you may be required to resign from the client’s account if he hires your wife.

Q: My son works for a consulting company that BNY Mellon routinely hires for software development. My job does not require that I interact with him and I have no influence or input over the decision to hire the consulting company. Is this okay?

A: It doesn’t appear that there are any conflicts of interest with your son working for the consulting company and your job at BNY Mellon. To be certain, discuss this matter with your manager or your Compliance Officer, so that you can be sure there are no conflicts with this situation.

22

Key Principle: Avoiding Conflicts

Corporate opportunities

You owe a duty to BNY Mellon to advance its legitimate business interests when the opportunity arises. You and your family members are prohibited from personally benefiting from opportunities discovered through the use of company property or information that you directly or indirectly obtained through your position at BNY Mellon.

Your actions must not compete in any way with businesses the company engages in, and you may neither ask for, nor accept, a business opportunity that may belong to BNY Mellon or could appear to belong to it.

You may not give legal, tax, investment or other professional advice to clients, prospects, vendors or suppliers of the company, unless this activity is part of your regular job responsibilities. You must also be cautious if clients, prospects, suppliers or other employees seek your guidance or your recommendation of a third party professional who provides these services, such as an attorney, accountant, insurance broker, stock broker, or real estate agent.

If you make such a recommendation, you must follow these requirements:

§	Provide several candidates and ensure you show no favoritism toward any of them
§	Disclose in writing that the recommendations are in no way sponsored or endorsed by the company
§	Do not accept any fee (now or in the future), nor may you expect any direct or indirect benefit (e.g., more business from a better relationship) from the recommendation

All transactions with your clients, suppliers or vendors must be handled strictly on an “arm’s-length basis”, meaning that the terms of all transactions must not even suggest the appearance of a personal advantage.

23

It’s your obligation to Do What’s Right.

Key Principle: Conducting Business

Conducting Business

We secure business based on honest competition in the marketplace, which contributes to the success of our company, our clients and our shareholders. We compete in full compliance with all applicable laws and regulations. We support worldwide efforts to combat financial corruption and financial crime.

FAIR COMPETITION AND ANTI-TRUST

ANTI-CORRUPTION AND IMPROPER PAYMENTS

COMBATING FINANCIAL CRIME AND MONEY LAUNDERING

Key Principle: Conducting Business

Fair Competition and Anti-Trust

BNY Mellon is committed to fair dealing with our clients, suppliers, competitors and employees. The company is also committed to open competition as we believe this benefits our clients, the company and the community at large. We compete vigorously but only in full compliance with the laws and regulations of the numerous jurisdictions in which we do business, and in the spirit of honesty and integrity.

All BNY Mellon entities must comply with the various “fair competition” and “fair dealing” laws that exist in many countries and “anti-trust” laws in the US. The general purpose of these laws is to protect the markets from anti-competitive activities. Some examples of such anti-competitive activities are those that involve entering into formal or informal agreements, whether written or oral, with competitors regarding:

§	Fixing prices or terms, or any information that impacts prices or terms,
§	Allocating markets, sales territories or clients, including sharing marketing plans or strategic documents,
§	Boycotting or refusing to deal with certain suppliers, vendors or clients (unless required by a law or governing body, such as the Office of Foreign Assets Control), and
§	Making the use of a product or service from a supplier or vendor conditional upon their use of our services or products.
The principles of fair dealing require us to deal fairly with our clients, suppliers, competitors and employees. Unfair advantage may not be taken through:
§	Manipulation,
§	Concealment,
§	Abuse of privileged information,
§	Misrepresentation of material facts, or
§	Any other unfair-dealing practices.
Q & A
Q: A close friend works for a competitor of BNY Mellon. We sometimes talk about the challenges we have in marketing certain products and bounce ideas off one another. Is this a problem?
A: Yes. You’re discussing confidential information that belongs to the company. You may also be violating anti-trust or anti-competitive laws. Do not talk about these types of matters with your friend, family members or anyone outside of the company.

24

Key Principle: Conducting Business
The competition and anti-trust laws are many and complex, so if you have any question as to whether a particular activity is legal or in compliance with the spirit of these laws, you should contact a member of the Legal department. The following points reinforce the significance and complexity of these laws:
§	The laws can vary within the same country or organization. For example, several states within the US have fair competition laws, in addition to the federal anti-trust laws. Likewise, within the EU, individual countries may have laws that apply in addition to EU laws,
§	The laws of certain countries may apply to conduct that takes place outside of that country (e.g., the US and EU),
§	Violations of these laws typically carry harsh penalties. Most permit significant monetary penalties for both the company and the individual employee, and some permit convicted individuals to be imprisoned,
§	Meetings at professional gatherings, trade associations or conferences are particularly vulnerable to potential violations. If you’re involved in any discussion with a competitor that begins to suggest anti-competitive or anti-trust activity, or gives the appearance of this kind of activity, you must inform the competitor that the discussion must cease. If it does not, you must remove yourself from the group. Immediately report the incident to the Legal department to protect both you and the company, and
§	Many countries’ competition laws have provisions that make it illegal to monopolize or to abuse a dominant position in a market. You should check with the Legal department if you’re a senior manager of a business and have concern about these issues.
Complying with fair competition and anti-trust laws also means that you may not use information or materials that belong to our competitors. This includes using information that a former employee of a competitor may bring with them to BNY Mellon. We succeed in the marketplace based on our own merits and do not engage in corporate “espionage” or unethical means to gain advantage on the competition. You’re expected to comply fully with the letter and the spirit of all fair competition and anti-trust laws.

25

Anti-corruption and improper payments
Most countries in which we do business have laws that prohibit bribes to foreign governments and officials. In the US, there is the Foreign Corrupt Practices Act. The term “officials” can be applied broadly to include officials of political parties, political candidates, employees of governments and employees of government-owned business. You must follow these laws regardless of the line of business in which you work or your country of residence.
Any attempt to pay money or anything of value to influence the actions or decisions of such officials, including receiving special treatment for yourself (or your family members) or the company, may be considered a violation of law. Violation of these laws is a serious offense, with significant penalties for both you and the company. You’re required to comply with the following rules:
§	Do not give anything of value (including gifts) to a foreign official to obtain or retain business; this includes payments for the purpose of reducing taxes or custom fees,
§	Do not attempt to avoid laws by making payments through third parties: be cautious when selecting or dealing with agents or other third-party providers,
§	Never make any payment that you do not record on company books and records, or make misleading accounting entries,
§	Seek guidance when circumstances are unclear or you’re asked to make a payment that makes you uncomfortable, and
§	Report any observations of others engaging in any behavior that you believe is improper.

(Reference: Foreign Corrupt Practices Act Policy)

26

Key Principle: Conducting Business

Combating financial crime and money laundering

Money laundering is the process by which individuals or entities attempt to conceal unlawful funds or otherwise make the source of the funds appear legitimate. As a member of the financial services community, you have a special obligation to support law enforcement throughout the world to combat various types of financial crime, such as attempts to launder money for criminal activity and finance terrorist operations. You’re expected to comply fully with all anti-money laundering laws and only conduct business with reputable clients involved in legitimate business activities that use funds derived from lawful purposes.

It is critical to the health of the company that every employee adheres to the company’s strict “know-your-customer” policies. In addition to our global policies, individual lines of business have detailed policies and procedures that address unique requirements and circumstances. You’re expected to know those procedures and follow them. Ask your manager for guidance. Knowing your customer means following established customer identification protocols for your business line, validating that the individual or entity, and the source of their funds, is legitimate.

Q & A

Q: A longtime client started a new company that purchases medical equipment for a facility in the Middle East. The payments are made via wire transfers from an account of another company she owns in the Cayman Islands. The bank account of the Cayman Island company is located in a European country. Should I be concerned?

A: Yes. Transferring funds to or from countries unrelated to the transaction, or transfers that are complex or illogical is a significant red flag. You’re obligated to file an Incident Report no later than 72 hours from the time you identify the activity as suspicious.

Failing to detect suspicious transactions or doing business with any person or entity involved in criminal or terrorist activities puts the company and you at serious risk. Accordingly, the company will not tolerate any circumstance where an individual or business unit circumvents anti-money laundering policies or procedures or fails to report suspicious activity. No amount of revenue and no client relationship are worth the risk of doing business with those involved in criminal or terrorist activity. If you suspect or detect any suspicious activity, you must file an Incident Report as soon as possible, and no later than 72 hours after detection. No manager or executive has the authority to suppress such reports.

(References: Global Anti-Money Laundering/Know-Your-Customer Policy; Anti-Money Laundering Training Policy; Policy on Identifying, Investigating, and Reporting Fraud, Money Laundering etc.)

27

It’s your obligation to Do What’s Right.

Key Principle: Working with Governments

Working with Governments

We follow all requirements that apply to doing business with governments. We recognize that practices that may be acceptable when dealing with a private company that is the client may cause problems or be a violation of law when working with a government.

YOUR OBLIGATIONS

BASIC PRINCIPLES

Key Principle: Working with Governments

Your Obligations

BNY Mellon conducts business with national and local governments and with government-owned entities. While you must always follow the standard of Doing What’s Right with any client, you should be aware that there are special rules when doing business with a government. Some practices that are acceptable when a private company is your client, such as nominal gifts or entertainment, may cause problems, or in some cases be a violation of law, when working with governments.

If you’re involved in any part of the process of providing services to a government entity, you have a special obligation to follow the basic principles in this section of the Code. These principles also apply in circumstances where you may be supervising the work of third parties in support of a government client (e.g., consultants, contractors, temporary workers or suppliers).

If you’re a manager or recruiter who has responsibility for hiring decisions, you may have additional, unique requirements. For example, certain jurisdictions, such as the US, have laws concerning employment discussions and the hiring of former government officials and their family members or lobbyists. Check with your local Human Resources representative or the Legal department in such circumstances to be sure you’re following requirements of the law.

Q & A

Q: I have clients in a country where some businesses have been “nationalized” and are now owned and run by the state. Are the people I deal with in these circumstances considered to be officials of the government?

A: You should assume the answer is yes. The laws can be complicated, so contact the Legal department for guidance.

Q: I’m hosting a dinner for a few of the larger clients in my region. One of the clients I was going to invite is the representative for the account we manage for the State of New Jersey. Do I have to notify anyone?

A: Yes. You may not proceed until you’ve received approval via CODE RAP from the Government Contracting Unit of Compliance. New Jersey has one of the most restrictive rules regarding gifts and entertainment, so you may not be able to invite this client. Do not proceed until you’ve received approval.

28

Key Principle: Working with Governments

Basic principles

§	Know the restrictions or limitations on presenting and receiving hospitality.
	–	Do not offer or accept gifts to or from representatives of governments that do not comply with company policies,
	–	Never accept or offer anything of value meant to induce or influence government employees or officials as this gives the appearance of a bribe, and
	–	Don’t “tip” government officials or offer “inducement” payments.
§	Observe a “higher standard of care.”
	–	Never destroy or steal government property,
	–	Don’t make false or fictitious statements, or represent that agreements have been met if they haven’t,
	–	Don’t deviate from contract requirements without prior approval from the government, and
	–	Never issue invoices or charges that are inaccurate, incorrect or unauthorized.
§	Cooperate with government investigations and audits.
	–	Don’t avoid, contravene or otherwise interfere with any government investigation or audit, and
	–	Don’t destroy or alter any company documents (whether electronic or paper) in anticipation of a request for those documents from the government.

It’s important to note that in addition to the basic principles above, if your client is a US federal, state or local government, there are very specific legal requirements and company policies that you must follow. These obligations apply to all businesses that deal with US federal, state or local entities or officials, regardless of the location or the line of business providing the service, even in locations outside the US.

(References: Doing Business with the Government; Government Contracts; Obtaining Government Contracts; Delivery of Services to the Government; Gifts, Entertainment and Payments to the Government)

29

It’s your obligation to Do What’s Right.

Key Principle: Protecting Assets

Protecting Assets

We ensure all entries made in the company’s books and records are complete and accurate, and comply with established accounting and record-keeping procedures. We maintain confidentiality of all forms of data and information entrusted to us, and prevent the misuse of information belonging to the company or any client.

FINANCIAL INTEGRITY

ADDITIONAL STANDARDS FOR SENIOR FINANCIAL PROFESSIONALS

USE OF COMPANY ASSETS

PROTECTING CLIENT AND EMPLOYEE RECORDS AND OBSERVING OUR PRIVACY PRINCIPLES

RECORDS MANAGEMENT

USE OF COMPUTERS, SYSTEMS AND CORPORATE INFORMATION

INSIDE OR PROPRIETARY INFORMATION

Key Principle: Protecting Assets

Financial Integrity

BNY Mellon is committed to keeping honest, accurate and transparent books and records. You’re expected to follow established accounting and recordkeeping rules, and to measure and report financial performance honestly. Investors count on us to provide accurate information so they can make decisions about our company. All business records must be clear, truthful and accurate, and follow generally accepted accounting principles and laws.

You may not have any secret agreement or side arrangements with anyone — a client, another employee or their family member, or a supplier, vendor or agent of the company.

The financial condition of the company reflects records and accounting entries supported by virtually every employee. Business books and records also include documents many employees create, such as expense diaries and time sheets.

Falsifying any document can impact the financial condition of the company. As a public company, BNY Mellon is required to file reports with government agencies and make certain public statements. Many people and entities use these statements, including:

§	Accountants — to calculate taxes and other government fees,
§	Investors — to make decisions about buying or selling our securities, and
§	Regulatory agencies — to monitor and enforce our compliance with government regulations.

You’re expected to maintain accurate and complete records at all times. Financial integrity is fundamental to our success, and falsification or misrepresentation of any company books, records or reports will not be tolerated.

Q & A

Q: I think a co-worker is submitting reports that indicate she worked overtime that she did not actually work. I don’t want to get anyone in trouble, so what should I do?

A: Reporting hours not worked is a form of theft. This is a serious issue and may be a violation of law. You must report your concern to your manager or Human Resources. If you’re uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

30

Key Principle: Protecting Assets

Additional Standards for Senior Financial Professionals

If you’re responsible for the accuracy of the company’s financial filings with regulators, you have a higher duty to ensure your behavior follows the most stringent standards of personal and professional conduct. This includes the Chief Executive Officer, President, Chief Financial Officer, Company Controller, and such other individuals as determined by the General Counsel. Individuals in this group must adhere to the following additional standards:

§	Disclose to the General Counsel and Chief Compliance and Ethics Officer any material transaction or relationship that could reasonably be expected to be a conflict of interest,
§	Provide stakeholders with information that is accurate, complete, objective, fair, relevant, timely and understandable, including information in filings and submissions to the US Securities and Exchange Commission and other regulatory bodies,
§	Act in good faith, responsibly, with due care, competence and diligence, without misrepresenting material facts or allowing your independent judgment to be compromised,
§	Never mislead or improperly influence any authorized audit or interfere with any auditor engaged in the performance of an internal or independent review of the company’s system of internal controls, financial statements or accounting books and records, and
§	Promptly report any possible violation of the company’s Code of Conduct to the General Counsel and Chief Compliance and Ethics Officer.

Use of Company Assets

Company assets include, but are not limited to, company funds, equipment, facilities, supplies, postal and electronic mail, and any type of company-owned information. It also includes your time and the time of those with whom you work — you’re expected to use your time at work responsibly. Company assets are to be used for legitimate business purposes and not for your personal gain. You’re expected to use good judgment to ensure that assets are not misused or wasted.

The company’s name and brand is a vital asset. That means you should not imply, directly or indirectly, any company sponsorship, unless you have prior and proper approval. This includes refraining from using the company’s name to endorse a client, supplier, vendor or any third party without the approval of Corporate Marketing. You may not proceed with any such use of the company’s name or endorsement without first receiving approval through CODE RAP.

(Reference: Use of the Company’s Name in Advertising or Endorsements of Customers and Others)

Careless, wasteful, inefficient or inappropriate use of any company assets is irresponsible and inconsistent with our Code of Conduct. Any type of theft, fraud or embezzlement will not be tolerated.

31

Protecting client and employee records and observing our privacy principles

The company is responsible for ensuring the privacy, confidentiality and controlled access to all client and employee information. All of our stakeholders expect us to collect, maintain, use, disseminate and dispose of information only as necessary to carry out responsibilities or as authorized by law.

Nearly every employee in the company has access to private information, so you’re expected to adhere to the following key principles concerning privacy:

§	Collection of client and employee information must be controlled. This means that the collection of such information must be permitted under law and only for a legitimate business purpose.
§	Storage and transport of all forms of collected client and employee information must be controlled and safeguarded. This means that information collected must be maintained in a secured environment, transported by approved vendors and access provided only to those who need to view the information to perform their job duties.
§	Use of client and employee information must be controlled. If the law or company policy provides that the client or employee be given a right to “opt-out” of certain uses of information, then you must respect that right.
§	Disposal of client and employee information must be controlled. You should only retain information for the time period necessary to deliver the service or product and in compliance with applicable retention periods. When it’s necessary to dispose of information (regardless of the media on which the information is stored) you must do so in a manner appropriate to the sensitivity of the information.
§	Any compromise of client or employee information must be reported. If you’re aware of or suspect that client or employee information has been lost, stolen, missing, misplaced or misdirected, or that there’s been unauthorized access to information, you must immediately report the matter through the company’s incident reporting process.

Know how to protect records and make sure to follow company policies at all times. The loss of any protected data can be extremely harmful to the company financially and damage our reputation.

(Reference: Information Privacy Policy, Corporate Information Protection Policy)

Q & A

Q: As part of my group’s job duties, we’re able to view the accounts of wealthy clients. I overheard one of my colleagues talking to his brother on the phone about the balance in a client’s account that happens to be a very prominent sports figure. I don’t think this is right, but what should I do?

A: You’re correct in being concerned. Your colleague had no right to disclose personal information about a client to anyone who has no legitimate business need for the information. File an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

32

Key Principle: Protecting Assets

Records management

You must follow company and local policies for retention, management and destruction of records. If there’s an investigation, or if litigation is pending or anticipated, certain records may need to be retained beyond established destruction periods. In most cases you’ll be notified of the need to retain documents by the Legal department, if appropriate.

Records should be defined in the broadest sense — meaning that they include any information created or received that has been recorded on any medium or captured in reproducible form. Records also include any document that is intentionally retained and managed as final evidence of a business unit’s activities, events or transactions, or for operational, legal, regulatory or historical purposes.

The media and formats of records take many forms, including:

§	Papers, e-mails, instant messages, other electronically maintained documents,
§	Microfilms, photographs and reproductions,
§	Voice, text and audio tapes,
§	Magnetic tapes, floppy and hard disks, optical disks and drawings, and
§	Any other media, regardless of physical form or characteristics that have been made or received in the transaction of business activities.

(Reference: Records Management Program)

Use of computers, systems and corporate information

As an employee, you have access to the company’s computers, systems and corporate information to do your job. This access means you also have the obligation to use these systems responsibly and follow company policies to protect information and systems.

Electronic systems include, but are not limited to:

§	Personal computers (including e-mail and instant messages) and computer networks,
§	Telephones, cell phones, voice mail, pagers and fax machines, and
§	Other communication devices, such as PDAs (e.g., Blackberry or Palm Pilot).

Never send sensitive or confidential data over the Internet or over phone systems without following established company policies to protect such information.

You should have no expectation of privacy when you use these systems. You’re given access only to conduct legitimate company business and you’re expected to use them in a professional and responsible manner. The company reserves the right to intercept, monitor and record your communication on these systems in accordance with the law.

You’re expected to protect the security of these systems and follow company policies concerning access and proper use (such as maintaining passwords). In rare cases, where there is a necessary and legitimate business reason, you may disclose your password to another employee who has the right to access the information associated with your password; however, you must file a CODE RAP report immediately and observe all necessary steps to restore the confidentiality of your password.

33

You’re permitted to use the company’s systems, but only if you follow these rules:

§	Messages you create should be professional and appropriate for business communication, including those created via e-mail or instant messaging.
§	Never engage in communication that may be considered offensive, derogatory, obscene, vulgar, harassing or threatening (e.g., inappropriate jokes, sexual comments or images, comments that may offend, including those based upon gender, race, age, religious belief, sexual orientation, gender identity, disability or any other basis defined by law).
§	Do not distribute copyrighted or licensed materials improperly.
§	Do not transmit chain letters, advertisements or solicitations (unless they’re specifically authorized by the company).
§	Never view or download inappropriate materials.

The occasional use of company systems for personal purposes is acceptable, but you’re expected to use good judgment. Keep personal use to a minimum. Personal use of these systems is a privilege, not a right. Use them wisely and in a manner that would not damage the company’s reputation.

(References: Electronic Mail Policy; Corporate Information Protection Policy)

Q & A

Q: My co-worker sometimes sends sensitive client data via the Internet to a vendor we use to help solve problems. I’m concerned because I don’t think this information is protected properly. He says it’s okay because the vendor is authorized to receive the data and the problems that need to be resolved are time-sensitive. Should I be worried?

A: Yes. This is a serious matter, and you must talk to your manager immediately. Your co-worker could be putting clients and BNY Mellon at great risk. If you don’t raise your concern, you may be as responsible as your co-worker for violating company policies. If you’re uncomfortable raising this issue with your manager, file an Incident Report or contact the Ethics Help Line or the Ethics Hot Line to report your concern.

34

Key Principle: Protecting Assets

Inside or propriety information

As an employee, you may have knowledge about the company’s businesses or possess confidential information about the private or business affairs of our existing, prospective or former clients, suppliers, vendors and employees. You should assume all such information is confidential and privileged and hold it in the strictest confidence. Confidential information includes all non-public information that may be of use to competitors, or harmful to the company or its clients, if disclosed.

It is never appropriate to use such information for personal gain or pass it on to anyone outside the company who is not expressly authorized to receive such information. Other employees who do not need the information to perform their job duties do not have a right to it. You’re expected to protect all such information and failure to do so will not be tolerated.

If you’re uncertain about whether you have inside or proprietary information, you should treat the information as if it were and check with your manager or a representative from the Legal department. The following list contains examples of “inside” or “proprietary” information.

Inside information

Inside information is material non-public information relating to any company, including BNY Mellon, whose securities trade in a public market. Information is deemed to be material if a reasonable investor would likely consider it important when deciding to buy or sell securities of the company, or if the information would influence the market price of those securities.

Q & A

Q: I discovered that an investor in one of our funds has requested to withdraw a significant amount of money from the fund. I manage a client’s money and he has an investment in the same fund. To protect my client’s interest, I want to pull his money out of the fund because its performance will likely drop. Even though the withdrawal is not yet known by the public, is this okay because I have a fiduciary duty to my client and I’m not benefiting personally by trading on behalf of my client?

A: No. You’re in possession of material non-public information and you may not trade the securities of that fund. Your duty to comply with securities laws supersedes any duty you have to your client. You should immediately contact the Legal department to discuss this situation.

If you’re in possession of material non-public information about BNY Mellon or any other company, you may not trade the securities of that company for yourself or for others, including clients. Nearly all countries and jurisdictions have strict securities laws that make you, the company and any person with whom you share the information, legally responsible for misusing inside information. The company’s Securities Firewalls Policy provides instructions on the proper handling of inside information and the company will not tolerate any violation of this policy. Certain employees have significant restrictions placed on their trading in BNY Mellon securities or the securities of other companies. You must know the restrictions relative to your job and follow company policies and applicable securities laws.

35

Proprietary information

Proprietary information includes business plans, client lists (prospective and existing), marketing strategies and any method of doing business. Examples include the company’s product development plans, pricing plans, analytical models or methods, computer software, source codes, databases and any related documentation.

Proprietary information also includes business contracts, invoices, statements of work, requests for investment or proposal, and other similar documents. Any information related to a client, supplier or vendor financial information (including internal assessments of such), or credit ratings or opinions is considered proprietary. You should also assume all information related to client trades, non-public portfolio holdings and research reports are proprietary.

Company-produced policies, procedures or other similar work materials are proprietary. The same is true regarding reports or communications issued by internal auditors, external regulators or accountants, consultants or any other third-party agent or examiner.

(References: Securities Firewalls, Personal Securities Trading Policy)

Your obligation to protect inside or proprietary information extends beyond the period of your employment with the company. The information you use during your employment belongs to the company and you may not take or use this information after you leave the company.

36

Key Principle: Supporting our Communities

Supporting our Communities

We take an active part in our communities around the world, both as individuals and as a company. Our long-term success is linked to the strength of the global economy and the strength of our industry. We are honest, fair and transparent in every way we interact with our communities and the public at large.

POLITICAL ACTIVITIES

INVESTOR AND MEDIA RELATIONS

CHARITABLE CONTRIBUTIONS AND CORPORATE SPONSORSHIP

PARTICIPATING IN TRADE ASSOCIATIONS, CONFERENCES AND SPEAKING ENGAGEMENTS

Key Principle: Supporting our Communities

Political Activities

Personal Political Activity

BNY Mellon encourages you to keep informed of political issues and candidates and to take an active interest in political affairs. However, if you do participate in any political activity, you must follow these rules:

§	Never act as a representative of the company unless you have written permission from the Chief Executive Officer, the General Counsel, and the Chief Compliance and Ethics Officer of the company.
§	Your activities should be on your own time, with your own resources. You may not use company time, equipment, facilities, supplies, clerical support, advertising or any other company resources.
§	You may not use company funds for any political activity, and you will not be reimbursed or compensated in any way for a political contribution.
§	Your political activities may not affect your objectivity or ability to perform your job duties.
§	You may not solicit the participation of employees, clients, suppliers, vendors or any other party with whom the company does business.

Lobbying

Lobbying is generally defined as any activity that attempts to influence the passage or defeat of legislation. Lobbying activities are broad and may cover certain “grass roots” activities where groups of people, such as company employees, are contacted to encourage them to call public officials for the purpose of influencing legislation. Lobbying is prevalent in the US and is gaining influence within the EU and other locations.

If you are engaged in lobbying, there may be disclosure requirements and restrictions on certain activities. If your job duties include any of the following activities, you must contact Corporate Affairs or the Legal department for guidance:

§	Government contract sales or marketing
§	Efforts to influence legislation or administrative actions, such as accompanying trade associations in meetings with government officials concerning legislation
§	Meeting with legislators, regulators or their staffs regarding legislation

Lobbying does not include situations where a government agency is seeking public comment on proposed regulations.

(Reference: Procurement Lobbying)

Q & A

Q: An outside attorney with whom I work from time to time on company business cannot attend an exclusive fundraiser for a high-level political candidate. He offered me his ticket. The event is to be held at a very wealthy person’s home in my community and this will be a great way to solicit business. The company is not paying for the ticket and the fundraiser will be on my own time. May I attend?

A: Only if you have the written approval of the Chief Executive Officer, the General Counsel and the Chief Compliance and Ethics Officer. Your attendance at this event is indirectly related to your job and may give the appearance that you’re acting as a representative of the company or that the company sponsors the political candidate. It does not matter that BNY Mellon did not purchase the event ticket or that you’re going on your own time. To the public, your attendance is connected to the company. So you may not go without obtaining proper authorization prior to the event.

37

Key Principle: Supporting our Communities

Corporate political activities

The laws of many countries, including the US, set strict limits on political contributions made by corporations. Contributions are defined broadly to include any form of money, purchase of tickets, use of company personnel or facilities, or payment for services. BNY Mellon will make contributions only as permissible by law, such as those through company-approved political action committees.

Investor and media relations

Investor Relations

All contacts with institutional shareholders or securities analysts about the company must be made through the Investor Relations group of the Finance department. You must not hold informal or formal discussions with such individuals or groups, unless you are specifically authorized to do so. Even if you are authorized, you cannot provide special access or treatment to shareholders or analysts. All investors must have equal access to honest and accurate information.

Media relations

Corporate Communications must approve all contacts with the media, including speeches, testimonials or other public statements made on behalf of the company or about its business. You may not respond to any request for interviews, comments or information from any television channel, radio station, newspaper, magazine or trade publication, either on or off the record, unless you have express authorization from Corporate Communications.

If you are contacted or interviewed about matters unrelated to your job or to the company, you may not identify BNY Mellon as your employer, and you may not make comments about BNY Mellon.

(Reference: Inquiries from the Media, Financial Analysts, and Securities Holders; Use of the Company’s Name in Advertising or Endorsements of Customers and Others)

Q & A

Q: I have been asked to provide a statement about BNY Mellon’s experience with a vendor’s product that we use. The vendor wants to use my quote on their website or in other marketing materials. Is this okay?

A: It depends. Before agreeing to any such arrangement, you should contact Corporate Communications. BNY Mellon carefully protects its reputation by being highly selective in providing such endorsements. Do not proceed until you have the approval of your manager and Corporate Communications.

38

Charitable contributions and corporate sponsorship
The company encourages you to take part in charitable, educational, fraternal or other civic affairs, as long as you follow these basic rules:
§	Your activities may not interfere or in any way conflict with your job duties or with company business.
§	You may not make any gifts or contributions to charities or other entities in the name of, or on behalf of, the company.
§	You may not imply the company’s sponsorship for or support of any outside event or organization without the approval of the most senior executive of your line of business.
§	You may not use your position for the purpose of soliciting business or contributions for any other entity.
§	You must be cautious in the use of company letterhead, facilities or even your business card so that there is no implied or presumed corporate support for non-company business.
From time to time the company may agree to sponsor certain charitable events. In these situations, it may be proper to use company letterhead, facilities or other resources (such as employees’ time or company funds). Ask your manager if you’re unclear whether or not the event in question is considered to be company sponsored.
(Reference: Use of the Company’s Name in Advertising or Endorsements of Customers and Others)
Participating in trade associations, conferences and speaking engagements
You may participate in trade association meetings and conferences. However, you must be mindful that these situations often include contact with competitors. You must follow the rules related to fair competition and anti-trust referenced in this Code and company policies.
In addition, meetings where a client, vendor or supplier pays for your attendance should be rare and only occur when it is legally allowed, in compliance with company policy and pre-approval has been obtained via CODE RAP.
Neither you nor any member of your immediate family may accept compensation for a speaking engagement or writing services on behalf of BNY Mellon when employed by the company. However, a nominal non-cash honorarium may be accepted in such circumstances. Remember, any materials you may use at such an event must not contain any confidential or proprietary information. The materials must be approved by your manager and the Legal department.
(Reference: Outside Affiliations, Outside Employment, and Certain Outside Compensation Issues)

39

Additional Help

This section contains additional questions and answers about the requirements of our Code. Remember, ignorance or a lack of understanding is not an excuse for violating the Code. The company has established many resources to help deal with questions you may have regarding compliance with the Code. You’re expected to take advantage of these resources.

Q: A friend of mine is running for political office and I would like to help her out with her campaign. Can I do this?

A: Yes. Your personal support is your personal business. Just make sure that you do not use company assets, including company time or its name to advance the campaign.

Q: I was leaving the office and a journalist asked me if I could answer a few questions. I told him no and left the car park, but I felt bad about not talking to him. Should I have answered his questions?

A: Not at that time. You did the right thing by saying no. You should contact Corporate Communications and tell them of the request. They will determine whether it will be all right for you to talk to the media. If you receive a future request, suggest the journalist contact Corporate Communications directly.

Q: I am running for the local school board and I want to use the office copier to make copies of my campaign flyer. Is that okay?

A: No. Company property and equipment may not be used for a political purpose without authorization from Corporate Affairs. Running for any public office is considered to be a political purpose. Accepting any political appointment or running for office requires approval via CODE RAP.

Q: To thank a client of mine, I want to give him tickets to attend a local football match. He mentioned that his company does not permit this type of entertainment, but I know he would love to go to the match. If he doesn’t care about his own company’s policy, can I give him the tickets?

A: No. If you know that giving him the tickets will violate his own company’s policy, do not give the gift. Just as we want clients to respect our limits on gifts, we must do the same.

Q: One of the vendors we’re considering for an assignment offered to take me to a local golf course to play a round and have dinner. He wants to talk about his company’s proposal so that we can make a more informed decision. We’ll be talking about business, and there won’t be much money spent on a round of golf and a modest dinner. Is this okay?

A: No. You’re evaluating vendors to provide a service. It’s always inappropriate to receive or give entertainment when the company is in the middle of a selection process.

Q: One of my vendors offered to send me to a conference at no cost to BNY Mellon. Can I accept the invitation?

A: No. Accepting a free trip from a vendor is never permissible. If you’re interested in attending the conference, speak to your manager. Most costs associated with your attendance at the conference must be paid by your department. You’ll be required to file a CODE RAP form if your manager agrees it’s appropriate to attend the conference and you’re requesting permission to permit the vendor to pay for part of your conference attendance.

40

Q: We’re entitled to a large payment from a government client if we certify that we’ve met all service level agreements on time. We’re not sure whether a few very minor items have been completed, but they’re not that important to the service. It’s close to the end of the quarter and we’d like to realize the payment. Is it okay to send the invoice and certify that the agreements have all been met now?

A: No. You cannot submit the invoice and certification until you’re certain that all requirements of the agreement have been met. Submission of an incorrect certification could subject the company, and you, to criminal penalties, so it is vitally important that any certification submitted to the government be completely accurate.

Q: A colleague called while on vacation requesting that I check her e-mail to see if she received an item she was expecting. She gave me her logon identification and password, requesting that I call her back with the information. Can I do this?

A: No. Passwords and other login credentials must be kept confidential and cannot be used by, or shared with, fellow employees. In rare instances when there is a business need that requires you to share your password, you’re required to file a CODE RAP form immediately afterward.

Q: I would like to take a part-time job working for my brother’s recycling business. His business has no relationship with the company and the work I’ll be doing for him is not at all similar to what I do in my job here at the company. Can I do this and do I have to file any forms?

A: Yes you may, as long as the time you spend there does not interfere with your job at the company and you don’t use any company equipment or supplies. You don’t need to file a CODE RAP form, since you’re not the sole proprietor or partial owner of the business. However, if you work in certain lines of business (such as a broker dealer), you may need to notify Compliance. Check with your manager or Compliance officer if you’re uncertain.

Q: I observed a colleague in our supply area filling up a box full of pens, paper and other items. I asked her what she was doing, and she told me that her son’s school was short on supplies, so she was trying to help out. She said our company can afford the supplies more than her son’s school and that it was the right thing to do. I am friendly with my colleague and I don’t want to get her in trouble. What should I do?

A: Your colleague is stealing from the company and you must file an Incident Report. The supplies purchased by our company are to be used for business needs only. Your colleague had no right to take these supplies for any purpose, even if it seems like a good cause.

Remember

All BNY Mellon employees are expected to follow the Code of Conduct, even if they disagree with its contents.

If faced with a situation in which you’re unsure of the correct action to take, contact your manager, an Ethics Officer, Compliance Officer, Legal Representative or Human Resources Business Partner for help. There are many resources at your disposal to help you. Don’t hesitate to use them and Do What’s Right!

41

©2010 The Bank of New York Mellon Corporation. All rights reserved. 04/10