OLD WESTBURY FUNDS INC (Form: 485BPOS, Received: 08/31/2010 16:57:35)

Non Access Person

Access Person

Supervised Person

Portfolio Person

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, 14 ^th Floor, New York, New York 10013 (records relating to its function as custodian).

(6)	Bessemer Investment Management LLC, 630 Fifth Avenue, New York, New York 10111 (records relating to its functions as investment adviser).

(7)	Dimensional Fund Advisors LP, 6300 Bee Cave Road, Building One, Austin, Texas 78746 (records relating to its function as sub-adviser to the Global Small & Mid Cap Fund,).

(8)	Champlain Investment Partners, LLC, 346 Shelburne Road, Burlington, Vermont 05401 (records relating to its function as sub-adviser to the Global Small & Mid Cap Fund,).

(9)	Franklin Advisers, Inc., One Franklin Parkway, San Mateo, California 94403 (records relating to its function as sub-adviser to the Global Opportunities Fund).

(10)	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 52 ^nd 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

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

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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;

(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

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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.

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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

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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

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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

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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%

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

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.


	(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


	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


	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


		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


		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,


	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,


		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


		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


		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


		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


		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


	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


			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


		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


		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


		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,


		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


		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


		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


		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


	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,


	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.


	(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


		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


		of these data elements.

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

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

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

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

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;


	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


	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.


	(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]

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

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

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.

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

Exhibit 99.28(p)(iii)

Code of Conduct

Doing What’s Right

(BNY MELLON LOGO)


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.

(PHOTO OF ROBERT P. KELLY)

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 .

-S- ROBERT P. KELLY

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 .

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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.




	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.

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

(IMAGE)




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.

(IMAGE)




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.

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.

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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.

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.

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

Key Principle: Respecting Others

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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.

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)

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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.

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.

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

Key Principle: Avoiding Conflicts

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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.

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.


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.

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,


§	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.

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 )

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.

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 )

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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.

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

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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.

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

Key Principle: Conducting Business

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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.


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.


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 )

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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. )

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

Key Principle: Working with Governments

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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.

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 )

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

Key Principle: Protecting Assets

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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.

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.

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.

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.

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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.

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.

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 )

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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.

Key Principle: Supporting our Communities

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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.

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.


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 )

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.

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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.

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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 !

(BNY MELLON LOGO)


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

Exhibit 99.28(p)(vi)

FRANKLIN TEMPLETON INVESTMENTS
CODE OF ETHICS
(pursuant to Rule 17j-1 of the Investment Company Act of 1940
and Rule 204A-1 of the Investment Advisers Act of 1940)
AND
INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES
Revised May 2010

TABLE OF CONTENTS


CODE OF ETHICS		2

PART 1 - Statement of Principles		2
PART 2 - Purpose of the Code and Consequences of Non-compliance		3
PART 3 - Compliance Requirements		4
PART 4 - Reporting Requirements for Code of Ethics Persons (Excluding Independent Directors of the Funds and of Certain Advisory Subsidiaries of FRI)		12
PART 5 - Pre-clearance Requirements Applicable to Access Persons (Excluding Independent Directors of the Funds and Certain Investment Advisory Subsidiaries of FRI) and Portfolio Persons		15
PART 6 – Requirements for Independent Directors of the Funds and Certain Investment Advisory Subsidiaries of FRI		19
PART 7 - Penalties for Violations of the Code		20
PART 8 - A Reminder about the Franklin Templeton Investments Insider Trading Policy		22

APPENDIX A: COMPLIANCE PROCEDURES AND DEFINITIONS		23

I. Responsibilities of Each Designated Compliance Officer		24
II. Definitions of Important Terms		28

APPENDIX B: ACKNOWLEDGEMENT FORM AND SCHEDULES		30

Acknowledgment Form		31
SCHEDULE A: Legal and Compliance Officers Code of Ethics Administration Dept. Contact Info		32
SCHEDULE B: Transactions Report		33
SCHEDULE C: Initial & Annual Disclosure of Brokerage Accounts, Investment Advisory Accounts, Securities Holdings and Discretionary Authority		34
SCHEDULE D: NOTIFICATION OF SECURITIES ACCOUNT		36
SCHEDULE E: Notification of Direct or Indirect Beneficial Interest		37
SCHEDULE F: Checklist for Investments in Partnerships and Securities Issued in Limited Offerings (Private Placements)		38
SCHEDULE G: Request for Approval to Serve as a Director		40

APPENDIX C: INVESTMENT ADVISER AND BROKER-DEALER AND OTHER SUBSIDIARIES OF FRANKLIN RESOURCES, INC. – APRIL 2010		41

INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES		42

A. Legal Requirement		42
B. Who is an Insider?		42
C. What is Material Information?		42
D. What is Non-public Information?		43
E. Basis for Liability		43
F. Penalties for Insider Trading		43
G. Insider Trading Procedures		44
H. General Access Control Procedures		45

		1

CODE OF ETHICS

The Code of Ethics (the “Code”) and Insider Trading Compliance Policy and Procedures (the “Insider Trading Policy”), including any supplemental memoranda is applicable to all officers, directors, employees and certain designated temporary employees (collectively, “Code of Ethics Persons”) of Franklin Resources, Inc. (“FRI”), all of its subsidiaries, and the funds in the Franklin Templeton Group of Funds (the “Funds”) (collectively, “Franklin Templeton Investments”). The subsidiaries listed in Appendix C of the Code, together with Franklin Resources, Inc. have established, maintain and enforce the Code and Insider Trading Policy. Additionally, the US-registered Funds have adopted the Code and Insider Trading Policy in accordance with Rule 17j-1(c) of the Investment Company Act of 1940 ¹ .

The Code summarizes the values, principles and business practices that guide Franklin Templeton Investments’ business conduct, provides a set of basic principles for Code of Ethics Persons regarding the conduct expected of them and also establishes certain reporting requirements applicable to Supervised and Access Persons (defined below). It is the responsibility of all Code of Ethics Persons to maintain an environment that fosters fairness, respect and integrity. Code of Ethics Persons are expected to seek the advice of a supervisor or the Code of Ethics Administration Department with any questions on the Code and/or the Insider Trading Policy.

In addition to this Code, the policies and procedures prescribed under the Code of Ethics and Business Conduct adopted by Franklin Resources, Inc. are additional requirements that apply to certain Code of Ethics Persons. The current version of the Fair Disclosure Polices and Procedures and the Chinese Wall Policy also apply to certain Code of Ethics Persons. Executive Officers, Directors and certain other designated employees of FRI will also be subject to additional requirements with respect to the trading of the securities of FRI (i.e. BEN shares).

PART 1 - Statement of Principles

All Code of Ethics Persons are required to conduct themselves in a lawful, honest and ethical manner in their business practices. Franklin Templeton Investments’ policy is that the interests of its Funds’ shareholders and clients are paramount and come before the interests of any Code Of Ethics Person.

The personal investing activities of Code of Ethics Persons must be conducted in a manner to avoid actual or potential conflicts of interest with Fund shareholders and other clients of any Franklin Templeton Investments adviser.

Code of Ethics Persons shall use their positions with Franklin Templeton Investments and any investment opportunities they learn of because of their positions with Franklin Templeton Investments in a manner consistent with applicable Federal Securities Laws and their fiduciary duties to use such opportunities and information for the benefit of the Funds’ shareholders and clients.

Information concerning the identity of security holdings and financial circumstances of Funds and other clients is confidential and all Code of Ethics Persons must vigilantly safeguard this sensitive information.

Lastly, Code of Ethics Persons shall not, in connection with the purchase or sale of a security, including any option to purchase or sell, and any security convertible into or exchangeable for, any security that is “held or to be acquired” by a Fund:



¹ Offshore subsidiaries and funds of Franklin Templeton Investments may have established supplemental requirements in order to satisfy local regulations.


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	A.	employ any device, scheme or artifice to defraud a Fund;

	B.	make to a Fund any untrue statement of a material fact or omit to state to a Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

	C.	engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Fund; or

	D.	engage in any manipulative practice with respect to a Fund.

A security is “held or to be acquired” if within the most recent 15 days it (i) is or has been held by a Fund, or (ii) is being or has been considered by a Fund or its investment adviser for purchase by the Fund.

PART 2 - Purpose of the Code and Consequences of Non-compliance

It is important that you read and understand the Code because its purpose is to help all of us comply with the law and to preserve and protect the outstanding reputation of Franklin Templeton Investments.

Any violation of the Code or Insider Trading Policy including engaging in a prohibited transaction or failure to file required reports may result in disciplinary action, up to and including termination of employment and/or referral to appropriate governmental agencies.

All Code of Ethics Persons must report violations of the Code and the Insider Trading Policy whether committed by themselves or by others promptly to their supervisor or the Code of Ethics Administration Department. If you have any questions or concerns about compliance with the Code or Insider Trading Policy you are encouraged to speak with your supervisor or the Code of Ethics Administration Department. In addition, you may call the Compliance and Ethics Hotline at 1-800-636-6592. Calls to Compliance and the Ethics Hotline may be made anonymously. Franklin Templeton Investments will treat the information set forth in a report of any suspected violation of the Code or Insider Trading Policy in a confidential manner and will conduct a prompt and appropriate evaluation and investigation of any matter reported. Code of Ethics Persons are expected to cooperate in investigations of reported violations. To facilitate employee reporting of violations of the Code or Insider Trading Policy, Franklin Templeton Investments will not allow retaliation against anyone who has made a report in good faith.


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PART 3 - Compliance Requirements


3.1	Who Is Covered by the Code and How Does It Work?

The Statement of Principles contained in the Code and the policies and procedures prescribed under the Code of Ethics and Business Conduct must be observed by all Code of Ethics Persons. All officers, directors, employees and certain designated temporary employees of Franklin Templeton Investments are Code of Ethics Persons. However, depending on which of the categories described below that you are placed, there are different types of restrictions and reporting requirements placed on your personal investing activities. The category in which you will be placed generally depends on your job function, although unique circumstances may result in your placement in a different category. If you have any questions regarding which category you are a member of and the attendant responsibilities, please contact the Code of Ethics Administration Department.


(1)	Supervised Persons : Supervised persons are a U.S. registered investment adviser’s partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other person who provides advice on behalf of the adviser and are subject to the supervision and control of the adviser.

(2)	Access Persons: Access Persons are those persons who: have access to nonpublic information regarding Funds’ or clients’ securities transactions; or are involved in making securities recommendations to Funds or clients; or have access to recommendations that are nonpublic; or have access to nonpublic information regarding the portfolio holdings of Reportable Funds. Examples of “ access to nonpublic information” include having access to trading systems, portfolio accounting systems, research databases or settlement information. Thus, Access Persons are those people who are in a position to exploit information about Funds’ or clients’ securities transactions or holdings. Administrative, technical and clerical personnel may be deemed Access Persons if their functions or duties give them access to such nonpublic information.

	The following are some of the departments, which would typically (but not exclusively) include Access Persons. Please note however that whether you are an Access Person is based on an analysis of the types of information that you have access to and the determination will be made on a case-by-case basis:

	•	fund accounting;
	•	futures associates;
	•	global compliance;
	•	portfolio administration;
	•	private client group/high net worth; and
	•	anyone else designated by the Director of Global Compliance and/or the Chief Compliance Officer.

	In addition, you are an Access Person if you are any of the following:

	•	an officer or director of the Funds;
	•	an officer or director of an investment adviser or broker-dealer subsidiary of Franklin Templeton Investments; or
	•	a person that controls those entities.


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	Note: Under this definition, an independent director of FRI would not be considered an Access Person.

(3)	Portfolio Persons: Portfolio Persons are a subset of Access Persons and are those employees of Franklin Templeton Investments, who, in connection with his or her regular functions or duties, makes or participates in the decision to purchase or sell a security by a Fund or any other client or if his or her functions relate to the making of any recommendations about those purchases or sales. Portfolio Persons include:

	•	portfolio managers;
	•	research analysts;
	•	traders;
	•	employees serving in equivalent capacities (including Futures Associates);
	•	employees supervising the activities of Portfolio Persons; and
	•	anyone else designated by the Director of Global Compliance and/or the Chief Compliance Officer.

(4)	Non-Access Persons: If you are an employee or temporary employee of Franklin Templeton Investments AND you do not fit into any of the above categories, you are a Non-Access Person. Because you do not receive nonpublic information about Fund/Client portfolios, you are subject only to the prohibited transaction provisions described in 3.4 of the Code, the Statement of Principles and the Insider Trading Policy and the policies and procedures prescribed under the FRI Code of Ethics and Business Conduct. The independent directors of FRI are Non-Access Persons.

You will be notified about which of the category(ies) you are considered to be a member of at the time you become affiliated with Franklin Templeton Investments and also if you become a member of a different category.

As described further below, the Code prohibits certain types of transactions and requires pre-clearance and reporting of others. Non-Access Persons and Supervised Persons do not have to pre-clear their security transactions, and, in most cases, do not have to report their transactions. Independent Directors of the Funds also need not pre-clear or report on any securities transactions unless they knew, or should have known that, during the 15-day period before or after the transaction, the security was purchased or sold or considered for purchase or sale by a Fund. However, personal investing activities of all Code of Ethics Persons are to be conducted in compliance with the prohibited transactions provisions contained in Section 3.4, the Statement of Principles and the Insider Trading Compliance Policy and Procedures.


3.2	What Accounts and Transactions Are Covered?

The Code covers:

	1. Securities accounts/transactions in which you have direct or indirect beneficial ownership.

	You are considered to have “beneficial ownership” of a security if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect economic interest in a security. There is a presumption that you have an economic interest in securities held or acquired by members of your immediate family sharing the same household. Thus, a transaction by or for the account of your spouse, or other immediate family member living in your home would be treated as though the transaction were your own.


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	2. Transactions for an account in which you have an economic interest (other than the account of an unrelated client for which advisory fees are received) and have or share investment control.

	For example, if you invest in a corporation that invests in securities and you have or share control over its investments, that corporation’s securities transactions would generally be treated as though they were your own.

	3. Securities in which you do not have an economic interest (that are held by a partnership, corporation, trust or similar entity) however, you either have control of such entity, or have or share control over its investments.

	For example, if you were the trustee of a trust or foundation but you did not have an economic interest in the entity (i.e., you are not the trustor (settlor) or beneficiary) the securities transactions would be treated as though they were your own if you had voting or investment control of the trust’s assets or you had or shared control over its investments.

	Accordingly, each time the words “you” or “your” are used in this document, they apply not only to your personal transactions and accounts, but to all the types of accounts and transactions described above . If you have any questions as to whether a particular account or transaction is covered by the Code, please contact the Code of Ethics Administration Department 650-312-3693 (ext. 23693) for guidance.

3.3	What Securities Are Exempt From the Code of Ethics?

You do not need to pre-clear or report transactions in the following types of securities:

	(1)	direct obligations of the U.S. government (i.e. securities issued or guaranteed by the U.S. government such as Treasury bills, notes and bonds including U.S. savings bonds and derivatives thereof);

	(2)	money market instruments – banker’s acceptances, bank certificates of deposits, commercial paper, repurchase agreements and other high quality short-term debt instruments;

	(3)	shares of money market funds;

	(4)	shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds; and

	(5)	shares issued by U.S. and Canadian registered open-end funds (I.E. mutual funds) other than Reportable Funds”.

Transactions in the types of securities listed above are also exempt from: (i) the prohibited transaction provisions contained in Section 3.4; (ii) the additional requirements applicable to Portfolio Persons; and (iii) the applicable reporting requirements contained in Part 4.

3.4	Prohibited Transactions and Transactions Requiring Pre-approval for Code of Ethics Persons

	A.	“Intent” Is Important
	The transactions described below comprise a non-exclusive listing of those transactions that have been determined by the courts and the SEC to be prohibited by law. These types of transactions are a violation of the Statement of Principles and are prohibited. It should be noted that pre-clearance,


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which is a cornerstone of our compliance efforts, cannot detect inappropriate or illegal transactions, which are by their definition dependent upon intent. Therefore, personnel of the Code of Ethics Administration Department can assist you with compliance with the Code however, they cannot guarantee any particular transaction complies with the Code or any applicable law. The fact that your proposed transaction receives pre-clearance may not provide a full and complete defense to an accusation of a violation of the Code or of any laws. For example, if you executed a transaction for which you received pre-clearance, or if the transaction was exempt from pre-clearance (e.g., a transaction for 500 shares or less), that would not preclude a subsequent finding that front-running or scalping occurred because such activity is dependent upon your intent. In other words, your intent may not be able to be detected or determined when a particular transaction request is analyzed for pre-clearance, but can only be determined after a review of all the facts.

In the final analysis, adherence to the principles of the Code remains the responsibility of each person effecting personal securities transactions.

B.	Code Of Ethics Persons – Prohibitions and Requirements

	1.	Front running: Trading Ahead of a Fund or Client

You shall not front-run any trade of a Fund or client. The term “front run” means knowingly trading before a contemplated transaction by a Fund or client of any Franklin Templeton adviser, whether or not your trade and the Fund’s or client’s trade take place in the same market. Front running is prohibited whether or not you realize a profit from such a transaction. Thus, you may not:

	(a)	purchase a security if you intend, or know of Franklin Templeton Investments’ intention, to purchase that security or a related security on behalf of a Fund or client, or

	(b)	sell a security if you intend, or know of Franklin Templeton Investments’ intention, to sell that security or a related security on behalf of a Fund or client.

	2.	Scalping
You shall not purchase a security (or its economic equivalent) with the intention of recommending that the security be purchased for a Fund or client, or sell short a security (or its economic equivalent) with the intention of recommending that the security be sold for a Fund or client. Scalping is prohibited whether or not you realize a profit from such a transaction.

	3.	Trading Parallel to a Fund or Client
You shall not either buy a security if you know that the same or a related security is being bought contemporaneously by a Fund or client, or sell a security if you know that the same or a related security is being sold contemporaneously by a Fund or client.

Refer to Section I.A., “Pre-clearance Standards,” of Appendix A of the Code for more details regarding the pre-clearance of personal securities transactions.


	4.	Trading Against a Fund or Client
You shall not:

	(a)	buy a security if you know that a Fund or client is selling the same or a related security; or has sold the security or


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	(b)	sell a security if you know that a Fund or client is buying the same or a related security, or has bought the security.

Refer to Section I.A., “Pre-clearance Standards,” of Appendix A of the Code for more details regarding the pre-clearance of personal securities transactions.

	5.	Certain Transactions in Securities of Franklin Resources, Inc., and Affiliated Closed-end Funds
You shall not effect a short sale of the securities, including “short sales against the box” of Franklin Resources, Inc., or any of the Franklin Templeton Group of closed-end funds, or any other security issued by Franklin Templeton Investments. This prohibition would also apply to effecting economically equivalent transactions, including, but not limited to purchasing and selling call or put options and swap transactions or other derivatives. Officers and directors of Franklin Templeton Investments, who are covered by Section 16 of the Securities Exchange Act of 1934, are reminded that their obligations under Section 16 are in addition to their obligations under this Code and other additional requirements with respect to pre-clearance and Rule 144 affiliate policies and procedures.

	6.	Short Term Trading or “Market Timing” in the Funds.
Franklin Templeton Investments seeks to discourage short-term or excessive trading, often referred to as “market timing.” Code of Ethics Persons must be familiar with the “Market Timing Trading Policy” described in the prospectus of each Fund in which they invest and must not engage in trading activity that might violate the purpose or intent of that policy. Accordingly, all directors, officers and employees of Franklin Templeton Investments must comply with the purpose and intent of each fund’s Market Timing Trading Policy and must not engage in any short-term or excessive trading in Funds. The Trade Control Team of each Fund’s transfer agent will monitor trading activity by directors, officers and employees and will report to the Code of Ethics Administration Department, trading patterns or behaviors that may constitute short-term or excessive trading. Given the importance of this issue, if the Code of Ethics Administration Department determines that you engaged in this type of activity, you will be subject to discipline, up to and including termination of employment and a permanent suspension of your ability to purchase shares of any Funds. This policy applies to Franklin Templeton funds including those Funds purchased through a 401(k) plan and to funds that are sub-advised by an investment adviser subsidiary of Franklin Resources, Inc., but does not apply to purchases and sales of Franklin Templeton money fund shares.

	7.	Service as a Director
Code of Ethics Persons (excluding Independent Directors of FRI) may not serve as a director, trustee, or in a similar capacity for any public or private company (excluding not-for-profit companies, charitable groups, and eleemosynary organizations) unless you receive approval from the CEO of Franklin Resources, Inc. and it is determined that your service is consistent with the interests of the Funds and clients of Franklin Templeton Investments. You must notify the Code of Ethics Administration Department, of your interest in serving as a director, including your reasons for electing to take on the directorship by completing Schedule G. The Code of Ethics Administration Department will process the request through the Franklin Resources, Inc. CEO. If approved by the CEO of Franklin Resources, Inc. procedures applicable to serving as an outside director will be furnished to you by the Code of Ethics Administration Department. FRI Independent Directors are subject to the FRI Corporate Governance Guidelines with respect to service on another company’s board.


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C.	Access Persons (excluding Independent Directors of the Funds) and Portfolio Persons - Additional Prohibitions and Requirements

	1.	Securities Sold in a Public Offering
Access Persons shall not buy securities in any initial public offering, or a secondary offering by an issuer except for offerings of securities made by closed-end funds that are either advised or sub-advised by a Franklin Templeton Investments adviser. Although exceptions are rarely granted, they will be considered on a case-by-case basis and only in accordance with procedures contained in section I.B. of Appendix A.

	2.	Interests in Partnerships and Securities Issued in Limited Offering (Private Placements)
Access Persons shall not invest in limited partnerships (including interests in limited liability companies and business trusts) or other securities in a Limited Offering (private placement) without pre-approval from the Code of Ethics Administration Department. In order to seek consideration for pre-approval you must:

	(a) complete the Limited Offering (Private Placement) Checklist (Schedule F);

	(b) provide supporting documentation (e.g., a copy of the offering memorandum);

	(c) obtain approval of the appropriate Chief Investment Officer; and

	(d) submit all documents to the Code of Ethics Administration Department.

Approvals for such investments will be determined by the Director of Global Compliance or the Chief Compliance Officer.

D.	Portfolio Persons - Additional Prohibitions and Requirements

	1.	Short Sales of Securities
Portfolio Persons shall not sell short any security held by Associated Clients, including “short sales against the box.” This prohibition also applies to effecting economically equivalent transactions, including, but not limited to, sales of uncovered call options, purchases of put options while not owning the underlying security and short sales of bonds that are convertible into equity positions.

	2.	Short Swing Trading
Portfolio Persons shall not profit from the purchase and sale or sale and purchase within sixty (60) calendar days of any security in all his/her personal accounts taken in aggregate, including derivatives. Portfolio Persons are responsible for transactions that may occur in margin and option accounts and all such transactions must comply with this restriction. ²

This restriction does not apply to:



² This restriction applies equally to transactions occurring in margin and option accounts, which may not be due to direct actions by the Portfolio Person. For example, a stock held less than sixty (60) days that is sold to meet a margin call or the underlying stock of a covered call option held less than sixty (60) days that is called away, would be a violation of this restriction if these transactions resulted in a profit for the Portfolio Person.


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	(a)	trading within a sixty (60) calendar day period if you do not realize a profit and you do not violate any other provisions of this Code;
	(b)	realizing profits from transactions occurring within a sixty (60) calendar day period pursuant to the exercise and/or purchase of shares in a program sponsored by a company employing you or your spouse when no other provision of the code are violated; and
	(c)	profiting on the purchase and sale or sale and purchase within sixty (60) calendar days of the following securities:

		•	securities that are direct obligations of the U.S. Government, such as Treasury bills, notes and bonds, and U.S. Savings Bonds and derivatives thereof;

		•	high quality short-term instruments (“money market instruments”) including but not limited to (i) bankers’ acceptances, (ii) U.S. bank certificates of deposit; (iii) commercial paper; and (iv) repurchase agreements;

		•	shares of any registered open-end investment companies including Exchange Traded Funds (ETF), Holding Company Depository Receipts (Hldrs) and shares of Franklin Templeton Funds subject to the short term trading (market timing) policies described in each Fund’s prospectus;

		•	shares of Franklin Resources, Inc.; and

		•	call or put options on a financial index (“index option”).

Calculation of a profit on any short-swing transaction will be maximum gain realized based on the purchases and sales (or sales and purchases) occurring during the 60 day period. For example:

	•	6/1/XX buy 1000 shares of Company ABC @ $10.00/share
	•	7/1/XX buy 500 shares of Company ABC @ $15.00/share
	•	7/15/XX sell 500 shares of Company ABC @ $14.00/share

The short swing profit would be calculated as follows:

	•	7/15/XX sale of 500 shares of Company ABC @ $14.00/share =		$7000
	•	6/1/XX buy of 500 shares of Company ABC @ $10.00/share =		$5000

		Short-swing profit:		$2000

		3.	Disclosure of Interest in a Security and Method of Disclosure
As a Portfolio Person, you must promptly disclose your direct or indirect beneficial interest in the security of an issue,

		(a)	if you are involved, either directly or as part of a larger research group, in analysis of the issuer;

		(b)	if you participate in the decision to include the company on “buy” or “sell” lists or model portfolios; or

		(c)	before you place an initial order for an account you manage.


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	In such instances, you must initially disclose that beneficial interest to your Chief Investment Officer and/or Director of Research, with a copy to Code of Ethics Administration, using Schedule E (or on a form containing substantially similar information) that has been signed by your Chief Investment Officer and/or Director of Research.

	Additionally, you must re-disclose to your Chief Investment Officer/Director of Research, if you participate in decisions to change the recommendation of the security (e.g., recommending to increase or decrease portfolio weighting).


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PART 4 - Reporting Requirements for Code of Ethics Persons (excluding Independent Directors of the Funds and of Certain Advisory Subsidiaries of FRI)

References to Access Persons in this Part 4 do not apply to the Independent Directors of the Funds and of FRI. Reporting requirements applicable to Independent Directors of the Funds are separately described in Part 6.


4.1	Reporting of Beneficial Ownership and Securities Transactions

Compliance with the following personal securities transaction reporting procedures is essential to meeting our responsibilities with respect to the Funds and other clients as well as complying with regulatory requirements. You are expected to comply with both the letter and spirit of these requirements by completing and filing all reports required under the Code in a timely manner. If you have any questions about which reporting requirements apply to you, please contact the Code of Ethics Administration Department.

4.2	Initial Reports

	A.	Acknowledgement Form (Supervised Persons, Access Persons and Portfolio Persons)
	All Supervised Persons, Access Persons and Portfolio Persons must complete and return an executed Acknowledgement Form to Human Resources or use an equivalent filing method to complete their filing no later than ten (10) calendar days after the date the person is notified by a member of the Human Resources Department.

	B.	Schedule C - Initial & Annual Disclosure of Brokerage Accounts, Investment Advisory Accounts, Securities Holdings and Discretionary Authority ( Access Persons and Portfolio Persons)
	In addition, all Access Persons and Portfolio Persons must also file Schedule C (Initial & Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority) by returning the completed form to Human Resources or use an equivalent filing method to complete their filing no later than ten (10) calendar days after becoming an Access or Portfolio Person. The submitted information must be current as of a date not more than forty-five (45) days prior to becoming an Access or Portfolio Person.

4.3	Quarterly Transaction Reports

	A.	Access Persons and Portfolio Persons
	You must report all securities transactions except for those (1) effected pursuant to an Automatic Investment Plan (however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be included in a quarterly transaction report); (2) that would duplicate information contained in broker confirmations or statements.

	You must provide the Code of Ethics Administration Department no later than thirty (30) calendar days after the end of each calendar quarter, with either; (i) copies of all broker’s confirmations and statements (which may be sent under separate cover by the broker) showing all your securities transactions and holdings in such securities, or (ii) a completed Schedule B (Transactions Report) or equivalent filing method. Please use Schedule B only when your securities transactions do not generate a statement or do not take place in a brokerage account. Brokerage statements and confirmations submitted must include all transactions in securities in which you have, or by reason of the transaction acquire any direct or indirect beneficial ownership, including transactions in a


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	discretionary account and transactions for any account in which you have any economic interest and have or share investment control. Please remember that you must report all securities acquired by gift, inheritance, vesting, ³ stock splits, merger or reorganization of the issuer of the security.

	Failure to timely report transactions is a violation of Rule 17j-1, Rule 204A-1, as well as the Code, and will be reported to the Director of Global Compliance and/or the Fund’s Board of Directors and may also result in disciplinary action, up to and including, termination.

4.4	Annual Reports

	A.	Securities Accounts, Investment Advisory Accounts and Securities Holdings Reports (Access Persons and Portfolio Persons)
	You must file a report of all personal securities accounts and securities holdings on Schedule C (Initial and Annual Disclosure of Brokerage Accounts, Investment Advisory Accounts, Securities Holdings and Discretionary Authority) or equivalent filing method, with the Code of Ethics Administration Department, annually by February 15 ^th . You must report the name and description of each securities account in which you have a direct or indirect beneficial interest, including securities accounts of your immediate family residing in the same household. You must provide information on any account that is covered under Section 3.2 of the Code.

	This report should include all of your securities holdings, including any security acquired by a transaction, gift, inheritance, vesting, merger or reorganization of the issuer of the security, in which you have any direct or indirect beneficial ownership, including securities holdings in a discretionary account. Your securities holding information must be current as of a date no more than forty-five (45) days before the report is submitted. You may attach copies of year-end brokerage statements to Schedule C in lieu of listing each of your security positions on the Schedule.

	B.	Acknowledgement Form (Supervised Persons, Access Persons and Portfolio Persons)
	Supervised Persons, Access Persons and Portfolio Persons will be asked to certify by February 15 ^th annually that they have complied with and will comply with the Code and Insider Trading Policy by filing the Acknowledgment Form with the Code of Ethics Administration Department.

4.5	Brokerage Accounts, Investment Advisory Accounts and Confirmations of Securities Transactions (Access Persons and Portfolio Persons)

Before or at a time contemporaneous with opening a brokerage account or investment advisory account with a registered broker-dealer, or a bank, or placing an initial order for the purchase or sale of securities with that broker-dealer, investment adviser or bank, you must:

	(a)	notify the Code of Ethics Administration Department, in writing, by completing Schedule D (Notification of Securities Account) or by providing substantially similar information through an equivalent filing method; and

	(b)	notify the institution with which you open the account, in writing, of your association with Franklin Templeton Investments.



³	You are not required to separately report the vesting of shares or options of Franklin Resources, Inc., received pursuant to a deferred compensation plan as such information is already maintained.


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The Code of Ethics Administration Department will request, in writing, that the institution send duplicate copies of confirmations and statements for all transactions effected in the account simultaneously with their mailing of such confirmation and statement to you.

If you have an existing account on the effective date of this Code or upon becoming an Access or Portfolio Person, you must comply within ten (10) days with conditions (a) and (b) above.


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PART 5 - Pre-clearance Requirements Applicable to Access Persons (excluding Independent Directors of the Funds and Certain Investment Advisory Subsidiaries of FRI) and Portfolio Persons

References to Access Persons in this Part 5 do not apply to the Independent Directors of the Funds and Certain Investment Advisory Subsidiaries of FRI. Pre-clearance requirements applicable to Independent Directors of the Funds are separately described in Part 6.


		Prior Approval (Pre-Clearance) of Securities Transactions

		A.	Length of Approval
You shall not buy or sell any security without first contacting a member of the Code of Ethics Administration Department either electronically or by phone and obtaining his or her approval, unless your proposed transaction is covered by paragraph B below. Approval for a proposed transaction will remain valid until the close of the business day following the day pre-clearance is granted but may be extended in special circumstances, shortened or rescinded, as explained in the section entitled Pre-clearance Standards in Appendix A.

		B.	Securities/Transactions Not Requiring Pre-clearance
You do not need to request pre-clearance for the types of securities or transactions listed below. However, all other provisions of the Code apply, including, but not limited to: (i) the prohibited transaction provisions contained in Part 3.4 such as front-running; (ii) the additional compliance requirements applicable to Portfolio Persons contained in Part 3.4(D), (iii) the applicable reporting requirements contained in Part 4; and (iv) insider trading prohibitions described in the Insider Trading Policy.

If you have any questions, contact the Code of Ethics Administration Department before engaging in the transaction. If you have any doubt whether you have or might acquire direct or indirect beneficial ownership or have or share investment control over an account or entity in a particular transaction, or whether a transaction involves a security covered by the Code, you should consult with the Code of Ethics Administration Department before engaging in the transaction.

	You need not pre-clear the following types of transactions or securities:

	1)	Franklin Resources, Inc., and Closed-End Funds of Franklin Templeton Group of Funds . Purchases and sales of securities of Franklin Resources, Inc. and closed-end funds of Franklin Templeton Group of Funds, as these securities cannot be purchased on behalf of our advisory clients. ⁴

	2)	Shares of open-end investment companies (including Reportable Funds).

	3)	Small Quantities (Not applicable to option transactions (except index options) or Corporate Bonds).



⁴	Officers, directors and certain other designated employees of FRI and its affiliated closed-end funds may be subject to additional ownership reporting and pre-clearance requirements with respect to BEN shares and shares of affiliated closed-end shares as well as certain Rule 144 affiliated policies and procedures.. Contact the Code of Ethics Administration Department for additional information. See also the attached Insider Trading Policy.


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		•	Transactions that in the aggregate do not exceed 500 shares purchased and/or 500 shares sold of any security regardless of where it is traded in any 30-day period including Exchange Traded Funds (ETFs) (including SPDRS), Holding Company Depository Receipts (Holdrs) and index/ETF options (5 contracts); or

		•	Transactions in municipal bonds with a face value of $100,000 or less in any 30-day period.

		•	Option Transactions and Corporate Bond Transactions: The small quantities rule is not applicable to transactions in options (except index options) and corporate bonds. All option and corporate bond transactions must be pre-cleared except for employer stock options as noted in Employer Stock Option Programs below.


		Please note that you may not execute any transaction, regardless of quantity, if you learn that the Funds or clients are active in the security. It will be presumed that you have knowledge of Fund or client activity in the security if, among other things, you are denied approval to go forward with a transaction request .

		“Security”, includes securities of the issuer that are economically equivalent to your proposed transaction. For example, you may not purchase convertible preferred stock or call options of Company ABC if you learn that the Funds or clients are active in the common stock of Company ABC.

	4)	Dividend Reinvestment Plans: Transactions made pursuant to dividend reinvestment plans (“DRIPs”) do not require pre-clearance regardless of quantity or Fund activity.

	5)	Government Obligations . Transactions in securities issued or guaranteed by the governments of the United States, Canada, the United Kingdom, France, Germany, Switzerland, Italy and Japan, or their agencies or instrumentalities, or derivatives thereof.

	6)	Payroll Deduction Plans . Securities purchased by an Access Person’s spouse pursuant to a payroll deduction program.

	7)	Employer Stock Option Programs . Transactions involving the exercise and/or purchase/sale by an Access Person or an Access Person’s spouse of securities pursuant to a program sponsored by a company employing the Access Person or Access Person’s spouse.

	8)	Pro Rata Distributions . Purchases effected by the exercise of rights issued pro rata to all holders of a class of securities or the sale of rights so received.

	9)	Tender Offers . Transactions in securities pursuant to a bona fide tender offer made for any and all such securities to all similarly situated shareholders in conjunction with mergers, acquisitions, reorganizations and/or similar corporate actions. However, tenders pursuant to offers for less than all outstanding securities of a class of securities of an issuer must be pre-cleared.

	10)	Securities Prohibited for Purchase by the Funds and other Clients . Transactions in any securities that are prohibited investments for all Funds and clients advised by the entity employing the Access Person.

	11)	Variable Rate Demand Obligation/Note transactions.


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12)	No Investment Control . Transactions effected for an account or entity over which you do not have or share investment control (i.e., an account where someone else exercises complete investment control).

13)	No Beneficial Ownership . Transactions in which you do not acquire or dispose of direct or indirect beneficial ownership (i.e., an account where in you have no financial interest).

	C.	Discretionary Accounts

You need not pre-clear transactions in any discretionary account for which a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity, exercises sole investment discretion, if the following conditions are met: ⁵


	(1)	The terms of each account relationship (“Agreement”) must be in writing and filed with the Code of Ethics Administration Department prior to any transactions.

	(2)	Any amendment to each Agreement must be filed with the Code of Ethics Administration Department prior to its effective date.

	(3)	The Access Person certifies to the Code of Ethics Administration Department at the time such account relationship commences, and annually thereafter, as contained in Schedule C of the Code that such Access Person does not have direct or indirect influence or control over the account, other than the right to terminate the account.

	(4)	Additionally, any discretionary account that you open or maintain with a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity must provide duplicate copies of confirmations and statements for all transactions effected in the account simultaneously with their delivery to you. If your discretionary account acquires securities that are not reported to the Code of Ethics Administration Department by a duplicate confirmation, such transaction must be reported to the Code of Ethics Administration Department on Schedule B (Transactions Report) no later than thirty (30) days after the end of the calendar quarter after you are notified of the acquisition. ⁶



⁵	Please note that these conditions apply to any discretionary account in existence prior to the effective date of this Code or prior to your becoming an Access Person. Also, the conditions apply to transactions in any discretionary account, including pre-existing accounts, in which you have any direct or indirect beneficial ownership, even if it is not in your name.

⁶	Any pre-existing agreement must be promptly amended to comply with this condition. The required reports may be made in the form of an account statement if they are filed by the applicable deadline.


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However, if prior to making any request you advised the discretionary account manager to enter into or refrain from a specific transaction or class of transactions, you must first consult with the Code of Ethics Administration Department and obtain approval prior to making such request.


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PART 6 – Requirements for Independent Directors of the Funds and Certain Investment Advisory Subsidiaries of FRI.


6.1	Pre-clearance Requirements

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI shall pre-clear or report on any securities transactions if they knew or should have known that during the 15-day period before or after the transaction the security was purchased or sold or considered for purchase or sale by the Fund. Such pre-clearance and reporting requirements shall not apply to securities transactions conducted in an account where an Independent Director has granted full investment discretion to a brokerage firm, bank or investment adviser or conducted in a trust account in which the trustee has full investment discretion.


6.2	Reporting Requirements

	A.	Initial Reports

		1.	Acknowledgement Form

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI must complete and return an executed Acknowledgement Form to the Code of Ethics Administration Department no later than ten (10) calendar days after the date the person becomes an Independent Director of the Fund.


	2.	Disclosure of Securities Holdings, Brokerage Accounts and Discretionary Authority

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI are not required to disclose any securities holdings, brokerage accounts, including brokerage accounts where he/she has granted discretionary authority to a brokerage firm, bank or investment adviser.


	B.	Quarterly Transaction Reports

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI are not required to file any quarterly transaction reports unless he/she knew or should have known that, during the 15-day period before or after a transaction, the security was purchased or sold, or considered for purchase or sale, by a Fund or by Franklin Templeton Investments on behalf of a Fund.


	C.	Annual Reports

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI will be asked to certify by February 1st annually that they have complied with and will comply with the Code and Insider Trading Policy by filing the Acknowledgment Form with the Code of Ethics Administration Department.


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PART 7 - Penalties for Violations of the Code

The Code is designed to assure compliance with applicable laws and to maintain shareholder confidence in Franklin Templeton Investments.

In adopting this Code, it is the intention of the Boards of Directors/Trustees of the subsidiaries listed in Appendix C of this Code, together with Franklin Resources, Inc., and the Funds, to attempt to achieve 100% compliance with all requirements of the Code but recognize that this may not be possible. Certain incidental failures to comply with the Code are not necessarily a violation of the law or the Code. Such violations of the Code not resulting in a violation of law or the Code will be referred to the Director of Global Compliance and/or the Chief Compliance Officer and/or the relevant management personnel, and disciplinary action commensurate with the violation, if warranted, will be imposed. Additionally, if you violate any of the enumerated prohibited transactions contained in Parts 3.4 of the Code, you will be expected to give up any profits realized from these transactions to Franklin Resources, Inc. for the benefit of the affected Funds or other clients. If Franklin Resources, Inc. cannot determine which Funds or clients were affected the proceeds will be donated to a charity chosen either by you or by Franklin Resources, Inc. Please refer to the following page for guidance on the types of sanctions that would likely be imposed for violations of the Code.

Failure to disgorge profits when requested or even a pattern of violations that individually do not violate the law or the Code, but which taken together demonstrate a lack of respect for the Code, may result in more significant disciplinary action, up to and including termination of employment. A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action potentially including, but not limited to, referral of the matter to the board of directors of the affected Fund, senior management of the appropriate investment adviser, principal underwriter or other Franklin subsidiary and/or the board of directors of Franklin Resources, Inc., termination of employment and referral of the matter to the appropriate regulatory agency for civil and/or criminal investigation.


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Code of Ethics Sanction Guidelines

Please be aware that these guidelines represent only a representative sampling of the possible sanctions that may be taken against you in the event of a violation of the Code. Repeated violations of the Code, even inadvertent violations that do not harm Funds or Clients, will be viewed as disregarding principals of the Code and sanction will be more severe.


Violation		Sanction Imposed

•	Failure to pre-clear but otherwise would have been approved (i.e., no conflict with the fund’s transactions).	Reminder memo

•	Failure to pre-clear but otherwise would have been approved (i.e., no conflict with the fund’s transactions) twice within twelve (12) calendar months	30 day personal securities trading suspension

•	Failure to pre-clear and the transaction would not have been approved	Immediate sale, disgorgement of profits, and personal securities trading suspension (length based on the review of all facts and circumstances)

•	Trading on a denied request	Immediate sale, disgorgement of profits, personal securities trading suspension (length based on review of all facts and circumstances). Additional disciplinary action will be considered, up to and including termination, based on review of all facts and circumstances

•	Profiting from short-swing trades (profiting on purchase & sale or sale & purchase within sixty (60) days)	Immediate disgorgement of profits

• •	Failure to return initial or annual disclosure forms Failure to timely report transactions	Sanction may include but not limited to a reminder memo, suspension of personal trading, monetary sanctions, reporting to the Board of Directors, unpaid administrative leave or termination of employment

•	Violation of Insider Trading Compliance Policy and Procedures	Subject to review by the appropriate supervisor in consultation with the Franklin Resources Inc., General Counsel for consideration of appropriate disciplinary action up to and including termination of employment and reporting to appropriate regulatory agency


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PART 8 - A Reminder about the Franklin Templeton Investments Insider Trading Policy

The Insider Trading Policy (see the attached Insider Trading Compliance Policy and Procedures) deals with the problem of insider trading in securities that could result in harm to a Fund, a client, or members of the public. It applies to all Code of Ethics Persons. The guidelines and requirements described in the Insider Trading Policy go hand-in-hand with the Code. If you have any questions or concerns about compliance with the Code and the Insider Trading Policy you are encouraged to speak with the Code of Ethics Administration Department.


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APPENDIX A:	COMPLIANCE PROCEDURES AND DEFINITIONS

This appendix sets forth the responsibilities and obligations of the Compliance Officers of each entity subject to the Code, the Code of Ethics Administration Department, and the Legal Department, under the Code and Insider Trading Policy.


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I.	Responsibilities of Each Designated Compliance Officer

	A.	Pre-clearance Standards

		1.	General Principles
	The Director of Global Compliance, the Chief Compliance Officer and/or the Code of Ethics Administration Department, shall permit an Access Person to go forward with a proposed security ⁷ transaction only if he or she determines that, considering all of the facts and circumstances known to them, the transaction does not violate Federal Securities Laws, or this Code and there is no likelihood of harm to a Fund or client.

		2.	Associated Clients
	Unless there are special circumstances that make it appropriate to disapprove a personal securities transaction request, the Code of Ethics Administration Department shall consider only those securities transactions of the “Associated Clients” of the Access Person, including open and executed orders and recommendations, in determining whether to approve such a request. “Associated Clients” are those Funds or clients whose securities holdings and/or trading information would be available to the Access Person during the course of his or her regular functions or duties. As of November 2004, there are five groups of Associated Clients: (i) the Franklin Mutual Series Funds and clients advised by Franklin Mutual Advisers, LLC (“Mutual Clients”); (ii) the Franklin Group of Funds and the clients advised by the various Franklin investment advisers (“Franklin Clients”); (iii) the Templeton Group of Funds and the clients advised by the various Templeton investment advisers (“Templeton Clients”); (iv) the Bissett Group of Funds and the clients advised by Franklin Templeton Investments Corp. (“Bissett Clients”); and (v) the Fiduciary Group of funds and the clients advised by the various Fiduciary investment advisers (“Fiduciary Clients”). Other Associated Clients will be added to this list as they are established. Thus, for example, persons who have access to the trading information of Mutual Clients generally will be pre-cleared solely against the securities transactions of the Mutual Clients, including open and executed orders and recommendations. Similarly, persons who have access to the trading information of Franklin Clients, Templeton Clients, Bissett Clients, or Fiduciary Clients, generally will be pre-cleared solely against the securities transactions of Franklin Clients, Templeton Clients, Bissett Clients or Fiduciary Clients respectively.

	Certain officers of Franklin Templeton Investments, as well as certain employees in the Legal, Global Compliance, Fund Accounting, Investment Operations and other personnel who generally have access to trading information of the Funds and clients of Franklin Templeton Investments during the course of their regular functions and duties, will have their personal securities transactions pre-cleared against executed transactions, open orders and recommendations of all Associated Clients.

		3.	Specific Standards

			(a)	Securities Transactions by Funds or clients

		No clearance shall be given for any transaction in any security on any day during which an Associated Client of the Access Person has executed a buy or sell order in that security, until seven (7) calendar days after the order has been executed. Notwithstanding a transaction in the previous seven days, clearance may be granted to sell if all Associated Clients have disposed of the security.

			(b)	Securities under Consideration

					Open Orders



⁷ Security includes any option to purchase or sell, and any security that is exchangeable for or convertible into, any security that is held or to be acquired by a fund.


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		No clearance shall be given for any transaction in any security on any day which an Associated Client of the Access Person has a pending buy or sell order for such security, until seven (7) calendar days after the order has been executed or if the order is immediately withdrawn.

				Recommendations

		No clearance shall be given for any transaction in any security on any day on which a recommendation for such security was made by a Portfolio Person, until seven (7) calendar days after the recommendation was made and no orders have subsequently been executed or are pending.


		(c)	Limited Offering (Private Placement)

	In considering requests by Access Persons for approval of limited partnerships and other limited offering, the Director of Global Compliance or Chief Compliance Officer shall take into account, among other factors, whether the investment opportunity should be reserved for a Fund or other client, and whether the investment opportunity is being offered to the Access Person by virtue of his or her position with Franklin Templeton Investments. If the Access Person receives clearance for the transaction, an investment in the same issuer may only be made for a Fund or client if an executive officer of Franklin Resources, Inc., who has been informed of the Portfolio Person’s pre-existing investment and who has no interest in the issuer, approves the transaction. Please see Schedule F.

		(d)	Duration of Clearance

	If the Code of Ethics Administration Department approves a proposed securities transaction, the order for the transaction must be placed and effected by the close of the next business day following the day approval was granted. The Director of Global Compliance and/or the Chief Compliance Officer may, in his or her discretion, extend the clearance period up to seven (7) calendar days, beginning on the date of the approval, for a securities transaction of any Access Person who demonstrates that special circumstances make the extended clearance period necessary and appropriate. ⁸ The Director of Global Compliance or the Chief Compliance Officer may, in his or her discretion, after consultation with an executive officer of Franklin Resources, Inc., renew the approval for a particular transaction for up to an additional seven (7) calendar days upon a showing of special circumstances by the Access Person. The Director of Global Compliance or the Chief Compliance Officer may shorten or rescind any approval or renewal of approval under this paragraph if he or she determines it is appropriate to do so.

B.	Waivers by the Director of Global Compliance and/or the Chief Compliance Officer

The Director of Global Compliance and/or the Chief Compliance Officer may, in his or her discretion, waive compliance by any Access Person with the provisions of the Code, if he or she finds that such a waiver:

	(1)	is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;
	(2)	will not be inconsistent with the purposes and objectives of the Code;



⁸	Special circumstances include but are not limited to, for example, holidays, differences in time zones, delays due to travel, and the unusual size of proposed trades or limit orders. Limit orders must expire within the applicable clearance period.


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	(3)	will not adversely affect the interests of advisory clients of Franklin Templeton Investments, the interests of Franklin Templeton Investments or its affiliates; and
	(4)	will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.

Any waiver shall be in writing, shall contain a statement of the basis for it, and the Director of Global Compliance or the Chief Compliance Officer, shall promptly send a copy to the General Counsel of Franklin Resources, Inc.

C.	Continuing Responsibilities of the Code of Ethics Administration Department

Pre-clearance Recordkeeping

The Code of Ethics Administration Department shall keep a record of all requests for pre-clearance regarding the purchase or sale of a security, including the date of the request, the name of the Access Person, the details of the proposed transaction, and whether the request was approved or denied. The Code of Ethics Administration Department shall keep a record of any waivers given, including the reasons for each exception and a description of any potentially conflicting Fund or client transactions.

Initial, Annual Holdings Reports and Quarterly Transaction Reports

The Code of Ethics Administration Department shall also collect the signed Acknowledgment Forms from Supervised and Access Persons as well as reports, on Schedules B, C, D, E, F, G of the Code, as applicable. In addition, the Code of Ethics Administration Department shall keep records of all confirmations, and other information with respect to an account opened and maintained with the broker-dealer by any Access Person of Franklin Templeton Investments. The Code of Ethics Administration Department shall preserve those acknowledgments and reports, the records of consultations and waivers, and the confirmations, and other information for the period required by the applicable regulation.

The Code of Ethics Administration Department shall review brokerage transaction confirmations, account statements, Schedules B, C, D, E, F and G for compliance with the Code. The reviews shall include, but are not limited to;

	(1)	Comparison of brokerage confirmations, Schedule Bs, and/or brokerage statements to pre-clearance requests or, if a private placement, the Private Placement Checklist;
	(2)	Comparison of brokerage statements and/or Schedule Cs to current securities holding information, securities account information and discretionary authority information; and
	(3)	Conducting periodic “back-testing” of Access Person transactions, Schedule Cs and/or Schedule Es in comparison to fund and client transactions.

The Code of Ethics Administration Department shall evidence review by initialing and dating the appropriate document or log. Violations of the Code detected by the Code of Ethics Administration Department during his or her reviews shall be promptly brought to the attention of the Director of Global Compliance and/or the Chief Compliance Officer with periodic reports to each appropriate Chief Compliance Officer.

D.	Periodic Responsibilities of the Code of Ethics Administration Department

The Code of Ethics Administration Department or designated group shall consult with FRI’s General Counsel and seek the assistance of the Human Resources Department, as the case may be, to assure that:

	1.	Adequate reviews and audits are conducted to monitor compliance with the reporting, pre-clearance, prohibited transaction and other requirements of the Code.


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	2.	All Code of Ethics Persons are adequately informed and receive appropriate education and training as to their duties and obligations under the Code.

	3.	All new Supervised and Access Persons of Franklin Templeton Investments are required to complete the Code of Ethics Computer Based Training program. Onsite training will be conducted on an “as needed” basis.

	4.	There are adequate educational, informational and monitoring efforts to ensure that reasonable steps are taken to prevent and detect unlawful insider trading by Supervised and Access Persons and to control access to inside information.

	5.	Written compliance reports are submitted to the Board of Directors of each relevant Fund at least quarterly. Additionally, written compliance reports are submitted to the Board of Directors of Franklin Resources, Inc., and the Board of each relevant Fund at least annually. Such reports will describe any issues arising under the Code or procedures since the last report, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations.

	6.	The Global Compliance Department will certify at least annually to the Fund’s board of directors that Franklin Templeton Investments has adopted procedures reasonably necessary to prevent Supervised and Access Persons from violating the Code, and

	7.	Appropriate records are kept for the periods required by law. Types of records include pre-clearance requests and approvals, brokerage confirmations, brokerage statements, initial and annual Code of Ethics certifications.

E.	Approval by Fund’s Board of Directors

		(1)	Basis for Approval

The Board of Directors/Trustees must base its approval of the Code on a determination that the Code contains provisions reasonably necessary to prevent Code of Ethics Persons from engaging in any conduct prohibited by Rule 17j-1 or Rule 204A-1. The Code of Ethics Administration Department maintains a detailed list of violations and will amend the Code of Ethics and procedures in an attempt to reduce such violations.

		(2)	New Funds

At the time a new fund is organized, the Code Of Ethics Administration Department will provide the Fund’s board of directors, a certification that the investment adviser and principal underwriter has adopted procedures reasonably necessary to prevent Code of Ethics Persons from violating the Code. Such certification will state that the Code contains provisions reasonably necessary to prevent Code of Ethics Persons from violating the Code.

		(3)	Material Changes to the Code of Ethics

The Global Compliance Department will provide the Fund’s board of directors a written description of all material changes to the Code no later than six months after adoption of the material change by Franklin Templeton Investments.


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II.	Definitions of Important Terms

For purposes of the Code of Ethics and Insider Trading Policy, the terms below have the following meanings:

1934 Act - The Securities Exchange Act of 1934, as amended.

1940 Act - The Investment Company Act of 1940, as amended.

Access Person – (1) Each director, trustee, general partner or officer of a Fund or investment adviser in Franklin Templeton Investments; (2) any Advisory Representative; and (3) any director, trustee, general partner or officer of a principal underwriter of the Funds, who has access to information concerning recommendations made to a Fund or client with regard to the purchase or sale of a security.

Advisers Act – The Investment Advisers Act of 1940, as amended.

Advisory Representative - Any director, trustee, general partner, officer or employee of a Fund or investment adviser in Franklin Templeton Investments (or of any company in a control relationship to such Fund or investment adviser) who in connection with his or her regular functions or duties makes any recommendation, who participates in the determination of which recommendation shall be made, whose functions or duties relate to the determination of which recommendation shall be made; or who, obtains any information concerning which securities are being recommended prior to the effective dissemination of such recommendations or of the information concerning such recommendations.

Affiliated Person – it has the same meaning as Section 2(a)(3) of the Investment Company Act of 1940. An “affiliated person” of an investment company includes directors, officers, employees, and the investment adviser. In addition, it includes any person owning 5% of the company’s voting securities, any person in which the investment company owns 5% or more of the voting securities, and any person directly or indirectly controlling, controlled by, or under common control with the company.

Appropriate Analyst - With respect to any Access Person, any securities analyst or portfolio manager making investment recommendations or investing funds on behalf of an Associated Client and who may be reasonably expected to recommend or consider the purchase or sale of a security.

Associated Client - A Fund or client whose trading information would be available to the Access Person during the course of his or her regular functions or duties.

Automatic Investment Plan - A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocations. An automatic investment plan includes a dividend reinvestment plan.

Beneficial Ownership - Has the same meaning as in Rule 16a-1(a)(2) under the 1934 Act. Generally, a person has a beneficial ownership in a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. There is a presumption of a pecuniary interest in a security held or acquired by a member of a person’s immediate family sharing the same household.

Exchange Traded Funds and Holding Company Depository Receipts - An Exchange-Traded Fund or “ETF” is a basket of securities that is designed to generally track an index—broad stock or bond market, stock industry sector, or international stock. Holding Company Depository Receipts “Holdrs” are securities that represent an investor’s ownership in the common stock or American Depository Receipts of specified companies in a particular industry, sector or group.


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Funds – U.S. registered investment companies in the Franklin Templeton Group of Funds.

Held or to be Acquired - A security is “held or to be acquired” if within the most recent 15 days it (i) is or has been held by a Fund, or (ii) is being or has been considered by a Fund or its investment adviser for purchase by the Fund.

Initial Public Offering – An offering of securities registered under the Securities Act of 1933, the issuer of which immediately before the registration was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

Limited Offering - An offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

Portfolio Person - Any employee of Franklin Templeton Investments, who, in connection with his or her regular functions or duties, makes or participates in the decision to purchase or sell a security by a Fund in the Franklin Templeton Groups of Funds, or any other client or if his or her functions relate to the making of any recommendations about those purchases or sales. Portfolio Persons include portfolio managers, research analysts, traders, persons serving in equivalent capacities (such as Management Trainees), persons supervising the activities of Portfolio Persons, and anyone else designated by the Director of Global Compliance.

Proprietary Information - Information that is obtained or developed during the ordinary course of employment with Franklin Templeton Investments, whether by you or someone else, and is not available to persons outside of Franklin Templeton Investments. Examples of such Proprietary Information include, among other things, internal research reports, research materials supplied to Franklin Templeton Investments by vendors and broker-dealers not generally available to the public, minutes of departmental/research meetings and conference calls, and communications with company officers (including confidentiality agreements). Examples of non-Proprietary Information include mass media publications (e.g., The Wall Street Journal, Forbes, and Fortune), certain specialized publications available to the public (e.g., Morningstar, Value Line, Standard and Poors), and research reports available to the general public.

Reportable Fund – Any fund for which an Franklin Templeton Investments’ U.S. registered investment adviser (“FTI Adviser”) serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter controls a FTI Adviser, is controlled by a FTI adviser or is under common control with a FTI Adviser.

Security - Any stock, note, bond, evidence of indebtedness, participation or interest in any profit-sharing plan or limited or general partnership, investment contract, certificate of deposit for a security, fractional undivided interest in oil or gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit), guarantee of, or warrant or right to subscribe for or purchase any of the foregoing, and in general any interest or instrument commonly known as a security. For purposes of the Code, security does not include:


	1.	direct obligations of the U.S. government (i.e. securities issued or guaranteed by the U.S. government such as Treasury bills, notes and bonds including U.S. savings bonds and derivatives thereof);
	2.	money market instruments – banker’s acceptances, bank certificates of deposits, commercial paper, repurchase agreement and other high quality short-term debt instruments;
	3.	shares of money market funds;
	4.	shares issued by open-end funds other than Reportable Funds; and
	5.	Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

Supervised Persons - Supervised persons are a U.S. registered investment advisers’ partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the supervision and control of the adviser.


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APPENDIX B:	Acknowledgement Form and Schedules


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Initial and Annual

Acknowledgment Form

Code of Ethics and Insider Trading Compliance Policy and Procedures


Instructions: Print form, complete, sign and date. Submit completed form as indicated below:


Ø	Initial Disclosure to: Local Human Resources Dept. Contact Person

Ø	Annual Disclosure to: Code of Ethics Administration Dept.

	Inter-office: Code of Ethics Administration, SM-920/2	Fax: (650) 312-5646

	U.S. Mail: Franklin Templeton Investments	E-mail: Preclear-Code of Ethics (internal)
	Attn: Code of Ethics Administration Dept.	Lpreclear@frk.com (external)
	P.O. Box 25050
	San Mateo, CA 94402-5050



To:	Code of Ethics Administration Department

I hereby acknowledge receipt of a copy of the Franklin Templeton Investment’s Code Of Ethics (“Code”) and Insider Trading Compliance Policy and Procedures, as amended, which I have read and understand. I will comply fully with all provisions of the Code and the Insider Trading Policy to the extent they apply to me during the period of my employment. If this is an annual certification, I certify that I have complied with all provisions of the Code and the Insider Trading Policy to the extent they applied to me over the past year. Additionally, I authorize any broker-dealer, bank, or investment adviser with whom I have securities accounts and accounts in which I have direct or indirect beneficial ownership, to provide brokerage confirmations and statements as required for compliance with the Code. I further understand and acknowledge that any violation of the Code or Insider Trading Policy, including engaging in a prohibited transaction or failure to file reports as required (see Schedules B, C, D, E, F and G), may subject me to disciplinary action up to and including termination of employment.


Name (print)	Signature	Date Submitted	Employee ID



Title	Department Name	Location	Extension


Initial Disclosure (check this box if you’re a new access person)	Annual Disclosure (check this box if annual certification)	Year End (for compliance use only)

o	o	o


Revised May 2010 / Effective July 1, 2010	31



	SCHEDULE A: Legal and Compliance Officers Code of Ethics Administration Dept.
	Contact Info ⁹

	Legal Officer
	Craig Tyle
	Executive Vice President & General Counsel
	Franklin Templeton Investments
	One Franklin Parkway
	San Mateo, CA 94403-1906
	Tel: (650) 312-4161
	Fax: (650) 312-2221
	Email: ctyle@frk.com

	Compliance Officers

	Director of Global Compliance
	Jim Davis
	Franklin Templeton Investments
	One Franklin Parkway
	San Mateo, CA 94403-1906
	Tel: (650) 312-2832
	Fax: (650) 312-5676
	Email: jdavis@frk.com

	Chief Compliance Officer
	Breda Beckerle
	Franklin Templeton Investments
	600 5 ^th Avenue, 5 ^th Floor
	New York, NY 10020
	Tel: (212) 632-3025
	Fax: (212) 632-4055
	Email: bbecker@frk.com

	Code of Ethics Administration Department
	Maria Abbott, Manager
	Darlene James
	Simon Li
	Tadao Hayashi
	Global Compliance Department
	Franklin Templeton Investments
	One Franklin Parkway
	San Mateo, CA 94403-1906
	Tel: (650) 312-3693
	Fax: (650) 312-5646
	Email: Preclear-Code of Ethics (internal)
	Lpreclear@frk.com (external)



⁹	As of May, 2010

Revised May 2010 / Effective July 1, 2010		32

SCHEDULE B: Transactions Report

Instructions: Print form, complete, sign and date. Submit completed form to the Code of Ethics Administration Department via:


Inter-office: Code of Ethics Administration, SM-920/2		Fax: (650) 312-5646

U.S. Mail:	Franklin Templeton Investments	E-mail:	Preclear-Code of Ethics (internal)
	Attn: Code of Ethics Administration Dept.		Lpreclear@frk.com (external)
	P.O. Box 25050
	San Mateo, CA 94402-5050

This report of personal securities transactions not reported by duplicate confirmations and brokerage statements pursuant to Section 4.3 of the Code is required pursuant to Rule 204A-1of the Investment Advisers Act of 1940 and Rule 17j-1(d) of the Investment Company Act of 1940. The report must be completed and submitted to the Code of Ethics Administration Department no later than thirty (30) calendar days after the end of the calendar quarter in which you completed such as transaction. Refer to Section 4.3 of the Code for further instructions.

Trade
Date

Buy, Sell
or Other

Security Name
Description/Ticker
Symbol or CUSIP
number/ Type of
Security (Interest
Rate and Maturity
Date, if applicable)

Quantity
(Number of
Shares)

Price (&
currency
type if not
in U.S.
dollars)

Principal
Amount (&
currency type if
not in U.S.
dollars)

Broker-Dealer/
Bank and
Account Number

Pre-Cleared
through
Compliance
Department
(Date or N/A)

This report shall not be construed as an admission that I have any direct or indirect beneficial ownership in the securities described above.


Name (print)	Signature	Date Submitted	Employee ID


Revised May 2010 / Effective July 1, 2010	33


SCHEDULE C: Initial & Annual Disclosure of Brokerage Accounts, Investment Advisory Accounts, Securities Holdings and Discretionary Authority


Instructions: Print form, complete, sign and date. Submit completed form as indicated below:

Ø Initial Disclosure to: Local Human Resources Dept. Contact Person

Ø Annual Disclosure to: Code of Ethics Administration Dept.
	Inter-office: Code of Ethics Administration, SM-920/2	Fax: (650) 312-5646

	U.S. Mail: Franklin Templeton Investments	E-mail:	Preclear-Code of Ethics (internal)
	Attn: Code of Ethics Administration Dept.		Lpreclear@frk.com (external)
	P.O. Box 25050
	San Mateo, CA 94402-5050

This report shall set forth the name and/or description of each securities account and holding in which you have a direct or indirect beneficial interest, including securities accounts and holdings of a spouse, minor children or other immediate family member living in your home, trusts, foundations, and any account for which trading authority has been delegated to you, other than authority to trade for a Fund or other client of Franklin Templeton Investments or by you to an unaffiliated registered broker-dealer, registered investment adviser, or other investment manager acting in a similar fiduciary capacity, who exercises sole investment discretion. In lieu of listing each securities account and holding below, you may attach copies of current brokerage statements, sign below and return the Schedule C along with the brokerage statements to the Code of Ethics Administration Department within 10 days of becoming an Access Person if an initial report or by February 1st of each year, if an annual report. The information in this Schedule C or any attached brokerage statements must be current as of a date no more than 45 days prior to the date you become an Access Person or the date you submit your annual report. Refer to Part 4 of the Code for additional filing instructions.

Securities that are EXEMPT from being reported on the Schedule C include: (i) securities that are direct obligations of the U.S. Government, such as Treasury bills, notes and bonds, and U.S. Savings Bonds and derivatives thereof; (ii) high quality short-term instruments (“money market instruments”) including but not limited to bankers’ acceptances, U.S. bank certificates of deposit; commercial paper; and repurchase agreements; (iii) shares of money market funds; shares issued by open-end funds other than Reportable Funds (any fund for which a Franklin Templeton Investments’ U.S. registered investment adviser (“FTI Adviser”) serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter is controlled by an FTI adviser or is under common control with a FTI adviser); and shares issued by unit investment trusts that are invested in one or more open-end funds none of which are Reportable Funds.


o	I do not have any brokerage or investment advisory accounts.
o	I do not have any securities holdings.
o	I have attached statements containing all my brokerage and investment advisory accounts and securities holdings.
o	I have listed my brokerage and investment advisory accounts containing no securities holdings.
o	I have listed my securities holdings not held in a brokerage or investment advisory account.


Revised May 2010 / Effective July 1, 2010	34

Account Name(s)
(registration shown
on statement)

Name of Securities
Firm,
Bank or Investment
Adviser

Address of Securities
Firm, Bank or Investment
Adviser
(Street/City/State/Zip
Code)

Account
Number
(including
Fund Number
if applicable)

Security
Description/Title/Ticker
Symbol or CUSIP #
(interest rate & maturity
if appropriate)

Quantity
Number of
Shares,
Principal
Amount (&
currency
type if not in
U.S. dollars)

Check this
box if
Discretionary
Account

To the best of my knowledge, I have disclosed all of my securities and investment advisory accounts and/or holdings in which I have a direct or indirect beneficial interest, including securities and investment advisory accounts and/or holdings of a spouse, minor children or other immediate member living in my home, trusts, foundations, and any account for which trading authority has been delegated to me or by me to an unaffiliated registered broker-dealer, registered investment adviser, or other investment manager acting in a similar fiduciary capacity, who exercises sole investment discretion.


Name (print)	Signature	Date Submitted	Employee ID


Initial Disclosure (check this box if you’re a new access person)	Annual Disclosure (check this box if annual certification)	Year End (for compliance use only)


o	o


Revised May 2010 / Effective July 1, 2010	35


SCHEDULE D: NOTIFICATION OF SECURITIES ACCOUNT

Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration via:

Inter-office:	Code of Ethics Administration, SM-920/2	Fax: (650) 312-5646

U.S. Mail:	Franklin Templeton Investments	E-mail:	Preclear-Code of Ethics (internal)
	Attn: Code of Ethics Administration Dept.		Lpreclear@frk.com (external)
	P.O. Box 25050
	San Mateo, CA 94402-5050

All Access Persons, prior to opening a securities account or placing an initial order in the new account, are required to notify the Code of Ethics Administration Department and the executing broker-dealer in writing. This includes accounts in which the Access Person has or will have a financial interest in (e.g., a spouse’s account) or discretionary authority (e.g., a trust account for a minor child) and for Reportable Funds.

Upon receipt of the NOTIFICATION OF SECURITIES ACCOUNT form, the Code of Ethics Administration Department will contact the broker-dealer identified below and request that duplicate confirmations and statements of your brokerage account are sent to Franklin Templeton Investments.

ACCOUNT INFORMATION:


Name on the Account	Account Number including fund	Date
(If other than employee, state relationship i.e., spouse)	number if applicable	Established



Name of	Your Representative	Securities Firm Address
Securities Firm	(optional)	(City/State/Zip Code)

EMPLOYEE INFORMATION:


Name (print)	Signature	Date Submitted	Employee ID




Title	Department Name	Interoffice Mail Code	Phone Extension


Code of Ethics Designation					NASD Registered Representative (Series 6, 7, etc.)

	o	Non Access Person	o	Supervised Person	o Yes o No
	o	Access Person	o	Portfolio Person	o Yes o No


Revised May 2010 / Effective July 1, 2010	36


SCHEDULE E: Notification of Direct or Indirect Beneficial Interest


Instructions: Print form, complete, sign and date. Obtain required signature and submit completed form to the Code of Ethics Administration department via:

	Inter-office: Code of Ethics Administration, SM-920/2	Fax: (650) 312-5646

	U.S. Mail: Franklin Templeton Investments	E-mail:	Preclear-Code of Ethics (internal)
	Attn: Code of Ethics Administration Dept.		Lpreclear@frk.com (external)
	P.O. Box 2505
	San Mateo, CA 94402-5050

If you have any beneficial ownership in a security and you influence, either directly or via the appropriate analyst that the security be considered for purchase or sale by an Associated Client, or if a purchase or sale of that security for an Associated Client is executed, you must disclose your beneficial ownership to the Chief Investment Officer and/or Director of Research on Schedule E (or an equivalent form containing similar information) before the purchase or sale of the security, or before or simultaneously with the recommendation to purchase or sell a security. The Chief Investment Officer and/or Director of Research must review and sign Schedule E and send a copy to the Code of Ethics Administration Department.

Security
Description

Ownership
Type:
(Direct or
Indirect)

Year
Acquired

Method of
Acquisition
(Purchase/Gift/
Other)

Date and
Method Learned
that Security’s
Under
Consideration
by Funds

Primary
Portfolio
Manager or
Portfolio Analyst

Name of Person
Notified

Date of Verbal
Notification


Chief Investment Officer or Director of Research’s Name (print)	Signature	Date


Revised May 2010 / Effective July 1, 2010	37


SCHEDULE F: Checklist for Investments in Partnerships and Securities Issued in Limited Offerings (Private Placements)

Instructions: Print form, complete, sign, date and obtain CIO’s signature. Submit completed form to the Code of Ethics Administration department via:

	Inter-office: Code of Ethics Administration, SM-920/2	Fax: (650) 312-5646

	U.S. Mail: Franklin Templeton Investments	E-mail:	Preclear-Code of Ethics (internal)
	Attn: Code of Ethics Administration Dept.		Lpreclear@frk.com (external)
	P.O. Box 25050
	San Mateo, CA 94402-5050

In deciding whether to approve a transaction, the Director of Global Compliance or the Chief Compliance Officer shall take into account, among other factors, whether the investment opportunity should be reserved for a Fund or other client, and whether the investment opportunity is being offered to the Access Person by virtue of his or her position with Franklin Templeton Investments . If the Access Person receives clearance for the transaction, no investment in the same issuer may be made for a Fund or client unless an executive officer of Franklin Resources, Inc., with no interest in the issuer, approves the transaction.


NAME/DESCRIPTION OF PROPOSED INVESTMENT:
PROPOSED INVESTMENT AMOUNT:

Please respond to the following questions:


	a)	If you are designated as a portfolio person, was this investment opportunity presented to you in your capacity as a portfolio manager? If no, please explain the relationship, if any, you have to the issuer or principals of the issuer.

	b)	If you are designated as a portfolio person, is this investment opportunity suitable for any fund/client that you advise? ¹⁰ If yes, why isn’t the investment being made on behalf of the fund/client? If no, why isn’t the investment opportunity suitable for the fund/clients?

	c)	If you are designated as a portfolio person, do any of the fund/clients that you advise presently hold securities of the issuer of this proposed investment (e.g., common stock, preferred stock, corporate debt, loan participations, partnership interests, etc), ? If yes, please provide the names of the funds/clients and security description.

	d)	Do you presently have or will you have any managerial role with the company/issuer as a result of your investment? If yes, please explain in detail your responsibilities, including any compensation you will receive.

	e)	Will you have any investment control or input to the investment decision making process?



¹⁰ If an investment opportunity is presented to you in your capacity as a portfolio manager and the investment opportunity is suitable for the fund/client, it must first be offered to the fund/client before any personal securities transaction can be effected.


Revised May 2010 / Effective July 1, 2010	38


	f)	Will you receive reports of portfolio holdings? If yes, when and how frequently will these be provided?

Please attach pages of the offering memorandum (or other documents) summarizing the investment opportunity, including:


	i)	name of the partnership/hedge fund/issuer;
	ii)	name of the general partner, location & telephone number;
	iii)	summary of the offering; including the total amount the offering/issuer;
	iv)	percentage your investment will represent of the total offering;
	v)	plan of distribution; and
	vi)	investment objective and strategy.

Reminder: Personal securities transactions that do not generate brokerage confirmations (e.g., investments in private placements) must be reported to the Code of Ethics Administration Department on Schedule B no later than 30 calendar days after the end of the calendar quarter the transaction took place.


Employee’s Name (print)	Signature	Date Submitted	Employee ID

“As Chief Investment Officer, I confirm, to the best of my knowledge and belief, that I have reviewed the private placement and do not believe that the proposed personal trade will be contrary to the best interests of any of our funds’ or clients’ portfolios. I also understand that because of this clearance, no investment in the same issuer may be made for a Fund or client unless an executive officer of Franklin Resources, Inc., with no interest in the issuer, approves the transaction . ”

To restrict investments in Fund or client accounts, please add this security to the following restricted lists:


	Domestic watchlist o Yes o No
	Foreign watchlist o Yes o No


Chief Investment Officer’s Name (Applicable to Portfolio Persons only)	Signature	Date


Chief Compliance Officer Approving	Signature	Date


CODE OF ETHICS ADMINISTRATION DEPARTMENT USE ONLY

Date Received:			Date Forwarded to FRI Executive Officer:


Revised May 2010 / Effective July 1, 2010	39

SCHEDULE G: Request for Approval to Serve as a Director

Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration Department via:


Inter-office: Code of Ethics Administration, SM-920/2	Fax: (650) 312-5646

U.S. Mail: Franklin Templeton Investments	E-mail:	Preclear-Code of Ethics (internal)
Attn: Code of Ethics Administration Dept.		Lpreclear@frk.com (external)
P.O. Box 25050 San Mateo, CA 94402-5050


COMPANY INFORMATION
Company Name:
Nature of company’s business:
Is this a public or private company?
Title/Position:
Justification for serving as a director with the company:
Estimate of hours to be devoted to the company:
Compensation received:	o Yes	o No
If compensated, how?
Starting date:


Code of Ethics Designation		NASD Registered Representative (Series 6, 7, etc.)
o Non Access Person	o Supervised Person	o Yes o No
o Access Person	o Portfolio Person	o Yes o No



	Signature:			Date:

FOR APPROVAL USE ONLY

o Approved o Denied



	Signatory Name			Signatory Title:



	Signature:			Date:


Revised May 2010 / Effective July 1, 2010	40

APPENDIX C: Investment Adviser and Broker-Dealer and Other
Subsidiaries of Franklin Resources, Inc. – April 2010


Fiduciary International, Inc.	IA/FIA	Franklin Templeton Investimentos (Brasil) Ltda. (Brazil)	FIA

Fiduciary Investment Management International Inc.	IA	Franklin Templeton Investment Management Limited (UK)	IA/FIA

Fiduciary Trust Company International	Trust	Franklin Templeton Investment Services GmbH (Germany)	FBD

Fiduciary Trust Company of Canada	FIA	Franklin Templeton Investment Trust Management Co., Ltd (Korea)	FIA

Fiduciary Trust International Limited (UK)	FIA	Franklin Templeton Investments (Asia) Limited (Hong Kong)	FBD/FI A/IA

Fiduciary Trust International of California	Trust	Franklin Templeton Investments Australia Limited	FIA

Fiduciary Trust International of Delaware	Trust	Franklin Templeton Investments Corp. (Ontario)	IA/FIA/ FBD

Fiduciary Trust International of the South	Trust	Franklin Templeton Investments Japan Ltd.	FIA

Franklin Advisers, Inc.	IA/FIA	Franklin Templeton Investor Services, LLC	TA

Franklin Advisory Services, LLC	IA/FIA	Franklin Templeton Italia Società di Gestione del Risparmio per Azioni (Italy)	FBD

Franklin Investment Advisory Services, LLC	IA	Franklin Templeton Portfolio Advisors, Inc.	IA

Franklin Mutual Advisers, LLC	IA/FIA	Franklin Templeton Services, LLC	FA/BM

Franklin Templeton Asset Management (India) Private Limited (India)	IA/FIA	Franklin/Templeton Distributors, Inc.	BD

Franklin Templeton Asset Management (Malaysia) Sdn. Bhd.	FIA	FTC Investor Services Inc. (Canada)	FBD

Franklin Templeton Asset Management Mexico, Sociedad Anonima de Capital Variable, Sociedad Operadora de Sociedades de Inversión	FIA	Templeton Asset Management, Ltd.	IA/FIA

Franklin Templeton Financial Services, Corp.	BD	Templeton Global Advisors Ltd. (Bahamas)	IA/FIA

Franklin Templeton Institutional, LLC	IA	Templeton Investment Counsel, LLC	IA

Franklin Templeton International Services S.A. (Luxembourg)	FBD	Templeton/Franklin Investment Services, Inc.	BD


Codes:	IA:	US registered investment adviser
	BD:	US registered broker-dealer
	FIA:	Foreign equivalent investment adviser
	FBD:	Foreign equivalent broker-dealer
	TA:	US registered transfer agent
	FA:	Fund Administrator
	BM:	Business manager to the funds
	REA:	Real estate adviser
	Trust:	Trust company


Revised May 2010 / Effective July 1, 2010	41

INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES


A.	Legal Requirement

Pursuant to the Insider Trading and Securities Fraud Enforcement Act of 1988, No officer, director, employee, consultant acting in a similar capacity, or other person associated with Franklin Templeton Investments may trade, either personally or on behalf of clients, including all client assets managed by the entities in Franklin Templeton Investments, on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as “insider trading.” Franklin Templeton Investment’s Insider Trading Compliance Policy and Procedures applies to every officer, director, employee or other person associated with Franklin Templeton Investments and extends to activities within and outside their duties with Franklin Templeton Investments. Every officer, director and employee must read and retain this policy statement. Any questions regarding Franklin Templeton Investments Insider Trading Compliance Policy and Procedures or the Compliance Procedures should be referred to the Legal Department.

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an “insider”) or to communications of material non-public information to others.


	While the law concerning insider trading is not static, it is generally understood that the law prohibits:

	(1)	trading by an insider, while in possession of material non-public information; or

	(2)	trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

	(3)	communicating material non-public information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions, you should consult the Legal Department.

B.	Who is an Insider?

The concept of “insider” is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s outside attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, an investment adviser may become a temporary insider of a company it advises or for which it performs other services. According to the U.S. Supreme Court, the company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

C.	What is Material Information?

Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of the company’s securities. Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes,


Revised May 2010 / Effective July 1, 2010	42

earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S. , 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Wall Street Journal and whether those reports would be favorable or not.


D.	What is Non-Public Information?

Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission (“SEC”), or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.


E.	Basis for Liability

	1.	Fiduciary Duty Theory
In 1980, the Supreme Court found that there is no general duty to disclose before trading on material non-public information, but that such a duty arises only where there is a fiduciary relationship. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will not disclose any material non-public information or refrain from trading. Chiarella v. U.S ., 445 U.S. 22 (1980).

In Dirks v. SEC , 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders. They can enter into a confidential relationship with the company through which they gain information ( e.g. , attorneys, accountants), or they can acquire a fiduciary duty to the company’s shareholders as “tippees” if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company’s shareholders.

However, in the “tippee” situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly, from the disclosure. The benefit does not have to be pecuniary but can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo.

	2.	Misappropriation Theory
Another basis for insider trading liability is the “misappropriation” theory, under which liability is established when trading occurs on material non-public information that was stolen or misappropriated from any other person. In U.S. v. Carpenter , supra , the Court found, in 1987, a columnist defrauded The Wall Street Journal when he stole information from the Wall Street Journal and used it for trading in the securities markets. It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

F.	Penalties for Insider Trading

Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers. A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action including but not limited to termination. Please refer to Part 7 – Penalties for Violations of the Code.


Revised May 2010 / Effective July 1, 2010	43

A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:


	•	civil injunctions;
	•	treble damages;
	•	disgorgement of profits;
	•	jail sentences;
	•	fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and
	•	fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this policy statement can result in serious sanctions by Franklin Templeton Investments, including dismissal of any person involved.

G.	Insider Trading Procedures

All employees shall comply with the following procedures.

	1.	Identifying Inside Information

Before trading for yourself or others, including investment companies or private accounts managed by Franklin Templeton Investments, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

	•	Is the information material?
	•	Is this information that an investor would consider important in making his or her investment decisions?
	•	Is this information that would substantially affect the market price of the securities if generally disclosed?
	•	Is the information non-public?
	•	To whom has this information been provided?
	•	Has the information been effectively communicated to the marketplace (e.g., published in Reuters , The Wall Street Journal or other publications of general circulation)?

If, after consideration of these questions, you believe that the information may be material and non-public, or if you have questions as to whether the information is material and non-public, you should take the following steps:

	(i)	Report the matter immediately to the designated Compliance Officer, or if he or she is not available, to the Legal Department.

	(ii)	Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by Franklin Templeton Investments.

	(iii)	Do not communicate the information inside or outside Franklin Templeton Investments, other than to the Compliance Officer or the Legal Department.

	(iv)	The Compliance Officer shall immediately contact the Legal Department for advice concerning any possible material, non-public information.


Revised May 2010 / Effective July 1, 2010	44


	(v)	After the Legal Department has reviewed the issue and consulted with the Compliance Officer, you will be instructed either to continue the prohibitions against trading and communication noted in (ii) and (iii), or you will be allowed to trade and communicate the information.

	(vi)	In the event the information in your possession is determined by the Legal Department or the Compliance Officer to be material and non-public, it may not be communicated to anyone, including persons within Franklin Templeton Investments, except as provided in (i) above. In addition, care should be taken so that the information is secure. For example, files containing the information should be sealed and access to computer files containing material non-public information should be restricted to the extent practicable. Securities for which there is material, non-public information shall be placed on the personal trading restricted list for a timeframe determined by the Compliance Officer.

	2.	Restricting Access to Other Sensitive Information

All Franklin Templeton Investments personnel also are reminded of the need to be careful to protect from disclosure other types of sensitive information that they may obtain or have access to as a result of their employment or association with Franklin Templeton Investments.

	3.	SEC Rule 10b5-1(c) Plans

We may permit exemptions from the insider trading policies and procedures set forth above for transactions in securities issued by FRI effected pursuant to pre-approved, written trading plans or arrangements complying with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Rule 10b5-1(c) plans or arrangements may not be entered into or modified either during FRI’s trading blackout periods or when you are aware of material, non-public information relating to FRI or its securities. All such plans or arrangements (and any modification of termination thereof) must be pre-approved by FRI’s General Counsel (or such person’s designee).

H.	General Access Control Procedures

Franklin Templeton Investments has established a process by which access to company files that may contain sensitive or non-public information such as the Bargain List and the Source of Funds List is carefully limited. Since most of Franklin Templeton Investments files, which contain sensitive information, are stored in computers, personal identification numbers, passwords and/or code access numbers are distributed to Franklin Templeton Investments computer Access Persons only. This activity is monitored on an ongoing basis. In addition, access to certain areas likely to contain sensitive information is normally restricted by access codes.


Revised May 2010 / Effective July 1, 2010	45