Good morning, ladies and gentlemen and welcome to the third quarter 2009 earnings conference call hosted by BNY Mellon. At this time all participants are in a listen-only mode. Later, we’ll conduct a question-and-answer session. Please note that this conference is being recorded. I’ll now turn the call over to Mr. Andy Clark. Mr. Clark, you may begin.

Thank you, Landy and welcome everyone to the review of the third quarter 2009 financial results for BNY Mellon. This conference call, webcast to be recorded and will consist of copyright material. You may not record reproduce, retransmit or rebroadcast these materials or any portion thereof without BNY Mellon’s express written consent. Before we begin, let me remind you that our remarks may include statements about future expectations, plans, and prospects, which are considered forward-looking statements. The actual results may differ materially from those indicated or implied by the forward-looking statements as a result of various factors. These factors include those identified in the cautionary statement on page 15 of our press release and those identified in our 2008 10-K, our first quarter 2009 10-Q and other documents filed with the SEC that are available on our website, www.bnymellon.com. Forward-looking statements in this call will include, among other things, the impact from restructuring the company’s investment securities portfolio, the outlook for loan loss provision and the potential impact to our businesses due to the economic environment. Forward-looking statements in this call speak only as of today, October 20, 2009. We will not update forward-looking statements to reflect facts, assumptions, circumstances, or events, which have changed after they were made. This morning’s press release provides the highlights of our results. We also have the quarterly earnings review document available on our website, which provides a quarter reviews of the total company and business segments. We’ll be using the quarterly earnings review to discuss our results. This morning’s call will include comments from Bob Kelly, our Chairman and CEO and Todd Gibbons, our Chief Financial Officer. In addition, several of our Executive Management Team members are available to address questions about the performance of our businesses. Now, I would like to turn the call over to Bob.

Thanks, Andy and good morning everyone and thank you for joining us. The headline this quarter is we’re putting our investment securities issues behind us. We witnessed a huge improvement in securities prices during the third quarter; I know you all saw it as well and frankly, we took advantage of the opportunity to materially de-risk our balance sheet. Essentially, we sold or are restructuring $12.1 billion worth of the securities in our investment portfolio, which is a pretty major portion of our holdings overall. More specifically, we sold $3.6 billion of our lower quality securities shortly after quarter end and the remainder of the restructuring is ongoing and by moving the securities to low comp classification, we recognize a loss that’s already been reflected in our tangible capital. These combined actions resulted in a portfolio restructuring charge of $3 billion after tax. This accomplishes a number of things for our company. Firstly, it won’t materially impact our capital because 90% of the charge was previously reflected intangible capital. Our TCE ratio of 5.2% at quarter end actually increased 40 basis points link quarter. The other capital ratios remain strong versus peers. Secondly, the timing of our actions may give us a bit of an early mover advantage should others decide to sell or restructure their portfolios in the fourth quarter or beyond. Thirdly, it should positively impact net interest income in 2010 by $125 million to $175 million and fourthly, the significantly reduces the potential for future losses. So, basically, we de-risk the portfolio, provided further upside to NIR and did so without capital constrains. This resulted overall in an EPS loss of $2.04 or $2.4 billion on operating basis before that, those items, we had a $0.54 earnings overall or $642 million. Now, in terms of other news…

Thanks Bob. As we take you through the overview of the quarter, please note that for comparative purposes, I’ll exclude from our operating results restructuring charge associated with our investment securities portfolio. You may recall that last quarter, we told you we thought, we turned the quarter in terms of revenue environment. We’re starting to see that gradual improvement we expected though much of that improvement was matched by traditional third quarter seasonality, associated with lower levels of capital markets related revenues. As we get into the numbers, my comments will follow the quarterly earnings review report beginning on page three. Our continuing EPS was a loss of $2.04 and was reduced by a total of $2.57, which included the $2.54 related to the portfolio restructuring, which is what I will review in detail later and $0.3 of M&I, which gets up to the operating of EPS $0.54. Total revenue was up 4% sequentially. Fee revenues up 4%, net revenue up 2% and the provision for credit losses increased $86 million to $147 million and that was primarily related to the downgrades in the insurance and media portfolios. As Bob indicated, we believe the provision has peaked and is expected to decline in the fourth quarter. Operating expenses declined 9% year-over-year and were down 1% sequentially, that led to sequential positive operating leverage of 500 basis points excluding the security losses. Our operating margin for the quarter was 32%, up from 31% the prior quarter. If you turn to page five in the earnings review, you can see that assets under management, assets under custody and sec lending assets have increased from the second quarter. We had net AUM outflows of $16 billion in third quarter ‘09, primarily reflecting money market outflows, which is consistent with the industry trends. Turning…

Okay Todd. Why don’t we directly open it up for questions? What I would say, as before we move on is we went through and I’m sure you may have questions about it, enormously detailed process of looking at every one of our securities and using external help for this and we did enormous due diligence as we made the decisions that we did. Clearly, we got the message that OTTI was an issue for our stock and we think that this will largely put this issue behind us and return OTTI to a material numbers. Why don’t we open it up for questions?

(Operator Instructions) Your first question comes from Betsy Graseck - Morgan Stanley.

Couple of questions on the portfolio, I just wondered if you could give us a little bit more detail as to what didn’t make the cut and why those securities didn’t make the cuts and I understand that you took the lowest quality and restructured or sold, but help us understand why certain assets didn’t make the cuts to get restructured?

Sure, Betsy. It’s Todd. When we looked at the most troubled part of the portfolio, which frankly is the non-agency RMBS portfolio, what we did is we looked at every single security that we own and we looked at the every underlying loan within each of those securities and we categorize them as either, red, yellow, or green. If they were red, we thought that discount rate was relatively low, meaning the market price was relatively high, given the potential under a stress case for further deterioration in those particular loans. So those we classified as let’s consider those for sale. If they were yellow, the potential for loss was lower and the discount rate was relatively higher given the quality of the securities. So we said, let’s retain those, but we’ll mark them to market and put them in this low com, and which gives us the opportunity to restructure them going forward and recover what we’ll think is a significant component of that loss. If we thought there was a very low probability even under the most stressed case of potential losses on the security, we marked them on green and we just left them where they were.

What I would say to Betsy is we used Amherst securities to really decompose this portfolio security-by-security, they spent weeks on us and I think most people would view them as being pretty conservative in their outlook for the value of the securities. So they’re very good firm and they’re pretty tough.

So if I’m looking at your page nine, where you indicate you’ve got about $53 billion in the portfolio with roughly $20 billion on the “watch list”. Are you saying all of that $20 billion in the watch list is all green?

Betsy, there’s about $5.5 billion of those that meet the yellow criteria that I just mentioned, but prior to the mark, those were at $8.5 billion. So we marked them down to $5.5 billion. So we’re carrying them at market value.

So those would then shift into other next quarter, ostensibly.

Potentially.

Then the improvement in the NIR for next year?

Yes.

Is coming from…?

Let me walk you through that. There’s a couple of things going on. We sold a lot of securities, the face value of the securities that we sold probably close to $3.7 billion. So we were earning interest on those and we’ve taken the proceeds of those sales, which is at market value is significantly below that and we will reinvest that in the consistent with what our strategy has been, which is basically to take government risk, so they will be lost NIR as a result of that. The securities that we’ve restructured, once the restructuring is complete, we will be able to accrete the difference between the market value and the expected loss back into net interest income. Now, we’re going to be very conservative on what we estimate that to be, but the net of that puts us in the $125 million to $175 million range.

Is that something that you would expect is going to be front end loaded and can you give us a sense of the duration on that?

Yes, I would expect it would be in the three to four years, similar to the duration of the portfolio.

With an accelerating or decelerating benefits?

Right now, I wouldn’t say that’s the case. It should be a little bit of an upfront, but it’s not a whole lot.

Then finally on the marks and the OTTI, you are anticipating that would be materially lower as we’re going forward?

Absolutely.

So, the earnings volatility will end up coming down on the back of this restructuring.

That’s correct. Just to make it clear, Betsy that, while we’re restructuring these securities, there could be some volatility to the prices of them. We should have that over with by sometime in November.

So by the time, we’re in January, you’re going to have this behind you?

We will have it done next month. The other way to say this from a big picture standpoint is, after the rally we saw on the securities at the end of the quarter, we sold everything that we thought had that was either overvalued or had further downside. We kept the things that needed to be marked down, but we thought we had upside on.

Your next question comes from Glenn Schorr - UBS.

So you just said something that partially answered, but I wanted to just repeat it for a sec. So, you sold everything that you thought was overvalued or had downside, but basically we’re happy with the rest of the portfolio. In other words, the first thing I thought of when I saw the restructuring was why not just restructures the whole watch list? I guess the answer is, things like in the cards or Sub prime, I’m sorry, the home equity lines, you’re just comfortable that they’re fine where they’re at and they’ll mature off that par.

Just before you jump in, Glenn, just to be clear, we don’t want to give away a lot of shareholder value. We want to sell the securities where we think there’s just no value there, in the longer term for shareholders. The stuff where we really think we have upside, we didn’t want to say goodbye to it, because based upon all of our analysis, we see that there’s opportunities in subsequent years here, but Todd, what would you add to that?

Just as a quick comment on cards. We actually did make a couple of little sales here and there actually during the quarter you don’t went up a subsequent sales. So we did sell a couple of weak write-ups there. If anything we’re actually seeing some upgrades there, they’re good trust and the trust are being supported by their sponsors. So, we’re actually impressed with the performance of that portfolio. In terms of the home equity lines, we just wrote those down. We basically said, there is really no value to the insurance wrap even though the insurers are continued to pay under the wraps and roll them down to expected values. So, I think what we’ve got there is pretty safe and potential for a modest recovery. So, when we said, we had this $26 billion watch list, we touched over half of the securities on that watch list.

I apologize for being cynical. We’re just a little fatigued from six or seven quarters of lots of companies not actually selling much and I appreciate the markets got better. It’s just I think like the best way to clean up hopefully no further OTTI is to sell a lot of stuff. The chart on slide nine that has the portfolio, last quarter, you had the quality ratings and we don’t have that this quarter. I guess I’m specifically interested in how the all day portfolio looks, because last quarter was like 74% BB plus end lower...

Glenn, we will, obviously. This, as you can see, these schedules are getting a little crowded. We had considered providing that. We’ll definitely have them in the Q. There was very modest transition in the portfolio during the quarter. There is a little bit in the Alt-A’s and a little bit in the prime. We did here dealt with 93% of the face securities. So, we really think that we got that behind us. We did sell $3.7 billion of face value in securities. So, we really did move a lot of securities.

I saw in the text, there was about $0.08 worth of lease gains and VISA share sales. Were there other gains that I didn’t pick up on just a lot of stuff went through. I think I’ve missed.

I think those were the key in the second quarter we took some losses on leases, in the third quarter we took some gains a combination of the two of those $0.08 sounds about right.

Okay and clearing, I think from what I understand, some lost clearing accounts on specific life transitioning over to LPL? Is that correct?

Thanks, Glenn. This is Rich Brueckner. Yes, we did lose a couple of the relationships that we had with LPL they internalized them then they left about the same amount on our platform. So, that transition has already taken place.

That took place during the quarter I’m just seeing if on a go forward basis, if there is a financial impact we should be thinking about?

Yes, it did take place during the quarter, but its not material overall.

Glenn, to get back to your previous question, I would say the leases and the gain on the VISA sales was about more like $0.06 or $0.07.

Last one in net interest income conversation and your prepared, you basically said hopefully I’m paraphrasing correctly. If I look at the net interest income component slide, it shows that basically, everything state the same, the securities yield went up a little bit. I’m sure you can’t take much cost side on the interest expense side. So, you mention that there were hedging gains that help support the NIM, is that correct?

That was probably worth about two basis points in the margin and I would look at that as a onetime event.

So basically, your thought process is a little stable going forward because on the interest cost side, I guess rates can’t go much lower.

Yes, they actually did go a little lower in the quarter pretty remarkable. That’s really why we saw our distribution fees for money market fees actually go down a little bit more than we thought its now $0.03 cents. We were running probably at $2 million to $2.5 million did you saw funds rate dip down to 15 basis points or so, but, I think looking forward, we think we’ve stabilized the net interest margin around the lower part of our range just given the overall low interest rates of 180.

Your next question comes from Howard Chen - Credit Suisse

Bob, just taking a step back, in your prepared remarks, you spoke to just one of the emphasis is being focus on growing revenues. Now we’ve seen a lot of improvement in the markets. You spoke to market share gains for the franchise. I guess just curious what exactly do you think is holding back and improving revenue trajectory from here and how do you think about businesses like securities lending potentially being just lower growth going forward?

Well, the way I kind of looked at it was we had a lot of amazing capital markets revenues last year and inflate the quality revenues that resulted in great revenue growth last year we had 9% revenue growth. We more or less recessed in the first quarter and clearly, the equity markets improving materially and distress coming in is encouraging again that’s why I said we’re in a transition year. What we need to do is we need to see activity starts to pick up in the markets again. At some point, we need to see cross border flows start to pick up as the global economy starts to strengthen. We should see with GDP growth around the world in the third quarter and fourth quarter and heading into next year, there should be with the economies around the world improving, you should see more financial flows improving as well. Hopefully we’ll see more stock and bond issuance that should be helpful to us, with some continued improvement in the equity and fixed income markets that should have a very positive influence on fees and asset servicing and issuance services and also cores and asset management and wealth management. This is a business model that is completely levered to increased activity in the securities markets and global flows. That’s really core to our model and at this point, we’re revaluing the economy. We have the liquidity crisis behind us. The market has started to stabilize and comeback with the improvement in the equity markets and the debt markets improving and now, we need to see real, live activity start to comeback, including at some point, hopefully over the next six months, you start to see the securitization market start to show some signs of life again. Once those things happen every one of those things are fantastic for the business, and maybe I’ll have Jim to talk about lending for a minute.

Thanks Bob. If you take a look at securities lending today, you see that our balances are actually down to kind of 2004 levels and our spreads are down to 2006 levels. So we really think we are at or near the bottom of the securities lending environment. We’re seeing a slight up tick in balances. The spreads have declined slightly from the end of the third quarter. We do believe that they are really at or near the bottom. So, we’re seeing a few clients come back into the securities lending program. We’re seeing a few clients reexamine their investment guidelines structures. So we do expect a more muted environment around securities lending unlike what we saw clearly in the ‘07 and ‘08 period, but we still do think it’s an important part of our business model.

Yes, when I say it’s a transition year, it’s sort of for our industry, it’s sort of like hitting the reset button. We had some extraordinary activity last year. Revenues clearly got hit in the first half of this year and we’re going to start to rebuild from here that would be our expectation.

Then switching gears, Todd, I wanted to clarify something you mentioned on the impact of money market fee waivers. You said it reduced the quarter’s earnings by $0.3, given the duration of the portfolios and assuming no change in yields from here, are we now at full run rate?

Yes, I would say we are, Howard and if you think about our businesses, it touches us in a number of places. It hits our asset management business, obviously on the manufacturing side. Both our issuer services and our clearing business generate a fair amount of distribution fees and unfortunately, these very low yields; they’re being waived.

Then when we think about that reversing, how should we think about the margin of that $0.3 and the margin of that returning?

It is very high margin business and we’re talking about $0.12 that goes right to the bottom line.

Then Todd, one follow-up on credit quality, you and Bob spoke to your outlook for peak and provision expense this quarter. Can you just touch on the NPA increase during the third quarter and how to think about that vis-à-vis your provision outlook going forward?

Our Chief Risk Officer, Brian Rogan is here. Brian.

Our increase was about 48%. It’s primarily around almost 75%, around one insurance company name, which we’re actually hoping to recover. So really, as Todd mentioned, it was our insurance portfolio, the increase in provisioning in our legacy media portfolio, which we have actually had as an exit portfolio since our merger in ‘07.

Your next question comes from Brian Foran - Goldman Sachs.

When you think about all your different comments about the impact of low rates on sec lending spreads on margin, on money market mutual funds, is it possible to tie that together, I mean if we think about the core EPS run rate in the $2 plus range right now? What’s the overall impact of low interest rates on that run rate?

It’s hard for me to really forecast that because behavior will change with interest rates as well. So what’s going to happen to money market funds? Are they going to grow or contract? Well depositors in that kind of environment more likely to leave more free deposits with us or less, but if you just make the assumption that we recover the full 12% as being waived today, if you make the assumption that our margin moves from 180 to 200 basis points, and that the spreads that we would enjoy in sec lending rather than being might increase by 20% or so, I think you can kind of add it up.

Then in terms of recouping that, just that fed funds, is it just fed funds at zero and the short end of the curve is flat, so is allowing it fed funds, is anything, but zero would start to come back or is there some level where it kicks in?

Yes. It will kick in immediately as the funds rate moves up. One thing I might add to that, Brian is it’s just not the U.S. rates, its euro, its Yen, its sterling, its global rates in the major currencies.

Your next question comes from Mike Mayo - CLSA.

I just want to understand the securities. So basically, you took unrealized securities losses and you made them realized. Is that because of any view on the markets?

It certainly the view that the market gave us the opportunity to do it, if you think about it over the past 18 months at quarterly sale of $3.8 billion of primarily RMBS, securities, I’m not sure that the market would have given you much of a shorter that other than a very distressed level. We’ve seen on those securities, we’ve probably seen a 50% recovery on many of them. So, there was a window we thought that the bid, although continued to be significant discount rates on the expected cash flows, it’s a lot more reasonable and so because of that window, we went through it.

You sold what, $3.6 billion in the fourth quarter. So, are there losses in the fourth quarter related to this?

No, there are not we sold those at the marks that we had them at 9/30.

I didn’t quite get it. You’re going to have $125 million to $175 million pickup next year because you’re buying government securities. Can you explain that?

It is really two parts. We dwelt with over $12 billion of securities, Mike so, there is about the 3.6 or so that we sold. We took the cash, which was obviously quite a bit less than that from the sales. So, probably in the little over $2.1 billion range and that will be reinvested as we would with any excess cash typically. So, what we’ve been investing in is government paper, treasuries gets depending on the underlying currency or government guaranteed paper and some agencies. So, that will go into a mix of that. Obviously the rates will be lower than what we were earning on a larger amount. So, we had $3.7 million with a slightly higher yield and we’ll be able to reinvest this $2.1 billion. So, we’ll lose net interest revenue on that part of the transaction.

Then lastly on the topic of risk, the problem…

Let me finish. There are two components to it so, that’s going to be a negative. That negative is going to be more than offset by restructuring the other $8.5 billion. So, we took that down to its market value, but we expect to be able to accrete next year some of that back into net interest income over the following years and our estimate in aggregate of those actions is the $125 to $175 that we talked about.

So, do you consider that non-core, the accretion of that back?

Sure.

Then last on the topic of risk, the problem assets were up a lot from the second and the third quarter. What was behind that inflows, was it the shared national credit exam and given that increase, why would you be so confident about the provision?

I actually think you hit it on the head. It primarily was downgrades of the media and insurance portfolios and the shared national credit. When we look at them, we going to the run rate we do an analysis. We are confident of the downtick in the fourth quarter in 2010 and at the time of the share national credit until now, the insurance particularly as Todd mentioned, it puts up portfolio increases its has actually improved and so, we’re pretty confident that subject to note double downturn in the economy or surprise, that we should have significantly lower levels.

We should get a good portion of this back overtime.

Your next question comes from Tom McCrohan - Janney Montgomery Scott.

Todd, what are the assumptions surrounding the accretion coming back next year? Is it interest rates, home prices and what needs to happen for you to get that?

We’re going to be pretty conservative so, if you look at the difference between that the market value and the expected cash flows, we will probably only recruit that accrete maybe 50%, 60% of that back in and you look at those accretion assumptions each quarter. So, we’ll review them quarterly. We don’t want to get ahead of ourselves. Tom the point there is if you did, if you accreted it all back in and then you actually did have any losses, it would trigger another impairment.

It is easy to say, Tom and I know you know this, but it is not intuitively obvious it wasn’t to me initially as we started talking about this sometime ago, but in writing down the securities, as they improve in value overtime or particularly looking at the cash flows, it doesn’t comeback as gains. It comes back as NII.

Yes. It is not very intuitive.

No. It is the way it works.

Way it works. So, how will increasing short term rates impact your ability to claw back either portionally restructuring charge or impacts your accretion assumptions?

Frankly, we think these securities are probably going to trade inversely to interest rates a little bit. Meaning that you’re likely to get more cash flows in an environment where rates are rising, because it typically indicative of a little bit of a stronger economy. So, they’re not necessarily intuitive from that perspective, but we think it’s probably another positive.

Who are the natural buyers of the securities that you’re selling? Is there any residual interest that the Bank of New York Mellon maintains the securities either on the upside or downside?

The $3.7 billion that we sold is an outright sale, where we have no retention of anything, no financing, nothing, but why don’t I spend a minute describing how we did that. We identified one very large bulk component of our RNBS, our non-agency RNBS portfolio. We actually bid it in bulk. We didn’t think we would sell it in bulk. We thought ultimately, we would sell it in lots, but we got a bid that was very close to where we had it marked and what we thought was fair value. So, we went ahead and hit that bid rather than work it through Todd. We then sold lots of other securities, most of which we got slightly above where we had them marked at 9.30. They’re gone for good.

Who are the typical buyers?

We ended up selling that through the dealers. We did talk directly to some end accounts, but mostly, we went through the dealers themselves. The $8.5 billion that we’ve marked down to $5.5 billion, we do expect to retain a significant portion of that.

Going through the dealers, is it a hedge fund at the end of the day just buying this stuff? Or is it an insurance company? Do you have any insight into that?

The securities would be eligible for the PPIP, so it wouldn’t surprise me if people saw people inventorying them for the PPIP. I think, the asset managers are around the PPIP have actually been wondering, where they’re going to be able find product. So, it’s an opportunity for any either of the dealers to position it, but I think much of it’s going to the hedge funds and other investors that feel like there’s some value there. We believe, there is some value there. I don’t think there’s any question that the investors in these securities were going to get decent yields.

Just one last question, any update on the Russian lawsuit settlement that we keep reading about in the press?

Not much I can say, there’s another hearing on the 22, Tom. Obviously, everything we’re hearing is encouraging. So, it’s not much more we can say.

Your next question comes from Brian Bedell - ISI Group.

Just a quick question on the credit quality in which the confidence were around the $60 million provision level. I guess, really it related to commercial real estate. Can you just talk about that portfolio in your reserve levels against that?

Our portfolio is about $3.6 billion in the commercial real estate side. We put about $1.8 billion of that in what we’ll call stabilized and about another $1 billion in investment grade rates so, primarily investment grade rates, which leaves us about $750 million in kind of exposed to a construction, primarily in residential. Almost all of it is in New York City with a few pieces in D.C. and Boston. Only about $300 million of that is even classified. So, we feel pretty good that even in that bet, that we might have some restructurings and some extensions, but we really don’t see significant losses in the portfolio.

Your reserve, is that still $11 million on that portfolio? As I recall from the second quarter?

Brian, we don’t disclose reserves to any particular portfolio.

You break it out in the second quarter Q. It’s 2% of your reserve is allocated to commercial real estate $11 million or so. So, we can follow up after.

We’ll get back to you.

Then just on a couple of comments on the asset management business. Maybe if Ron, is there and he could speak about the alternative side of it and what do you think the outflows will slow down there, so you can see better growth in your quarter long term and then just a few comments on where you are versus your high water marks in general through the expectation of what we might see in the fourth quarter? Ron O’Hanley: Brian, this is Ron. Overall, we’re quite pleased with investment performance. If you think about it kind of boutique-by-boutique, our investment performance in most of the boutiques has been quite strong. We have had some challenges in the alternatives area, some of the global macro areas as well as some of our fund to funds and the global macro stuff, which makes up a very big portion of our alternatives, the performance has improved dramatically. Third quarter showed some strengthening performance continuing the trend in the second quarter. So the high water marks, we’re approaching them. I think that we are much more optimistic about getting past them late this year, early next year than we would have been a quarter ago. We still, in the fund-to-fund area, it’s starting to stabilize, but it’s not where we want it to be, but in terms of outflows, most of that is behind us now. So we’re actually feeling very good about where we are investment performance wise and consequently what it means for not just our business retention, but our new business. The pipeline is very strong and transacting is happening as I’m sure you’re aware. Overall institutional volumes have been down dramatically this year. In the first half of the year, the industry was down almost two thirds from the same time in 2008 and we’re starting to see that turnaround.

There’s some upside and I guess there’s a chance we’ll see normal seasonality of performance fees in the fourth quarter, if we’re able to reach high water marks? Ron O’Hanley: Yes, I’m not optimistic about seeing any kind of normal performance fees this fourth quarter, but we’ll start to reach and exceed those performance fee high water marks in the fourth and the first quarter. So 2010 is what we’re looking to.

Then just really last thing that depositary receipts, if you could comment on the trends fare in the third quarter, whether it was seasonal or so?

Brian, you said depositary receipts?

Yes, DRs.

Karen, do you want to…?

Sure. Brian, this is Karen. We’ve been through this before with depositary receipts and we know the market will comeback and has begun to comeback. September was the strongest month we’ve had for issuance for six months and we’re of course, very well positioned for as everybody has been saying to take up of the equity markets. So we already have the largest market share there at 64% and an extremely strong pipeline has been building. So we feel pretty good about the future for DRs.

Your next question comes from Nancy Bush - NAB Research.

Bob, a question for you, you’ve been quite tight with expense control as we saw this quarter. Looking forward and with a slightly better scenario or somewhat better scenario in 2010, could you just talk about your reinvestment plans, your reinvestment into the franchise, particularly wealth management looking forward?

Yes, sure. Nancy, we have basically the entire executive committee around the table with us right here and except for Gerald, who is in Europe right now on some client issues, but he’s on the call. We started spending a lot of time, three or four months ago and just thinking about the future of our businesses and how we’re going to grow revenue again and do a better job of cross selling across our businesses and also figuring out what are our highest priorities in terms of geographic growth locations. Once we split those up into teams, we’re building some interesting additional growth ideas for our company over the next two or three years and we’re beginning to put together detailed plans to execute on those, but in addition to those, we’re also continuing to look at areas where we can get further expense savings going forward and there’s a lots of places we can do that through moving folks to our growth centers, which tend to be a little bit lower cost and higher service quality, but we also have opportunities to reengineer some of our businesses. Having said that though, as I mentioned on the revenue part of it, we’re reinvesting in our businesses and in the higher growth geographies, like in Asia Pacific, Middle East, Europe and in Brazil. On wealth, we continue to want to invest in sales as well as new offices maybe let Dave talk about that for a minute.

As you watched over the last couple of years, we’ve been pretty tight on expenses, but we haven’t cutback on our sales force in fact that actually up a little bit I think you can see that reflected in the sales growth. As Bob said, as we look toward the next 12 months or so, now that we have substantially a pretty much complete at the integration of our two companies here, we’re looking to expand location wise are certain cities that we’ve talked about in the past here in the United States that we’re very interested in so I think you can probably look for further expansion on the sales side as well as the addition of a couple of new locations.

Dave has delivered very well and his team has further very well in this business. I think about 15 quarters of net asset inflows and it is something that we want to continue to invest in and wish it was a larger business than it is we’ll keep doing that and we’re very cognizant of the fact that, overtime, where the value is with players who can grow revenue little faster than others and we’re very focused on it. So, thanks for asking.

Also, given what you did with the securities portfolio this quarter, which as you said, was to put an issue behind you, are there any thoughts that you might do something similar or something radical with this sort of legacy credit portfolios that you’ve got. Do you see any opportunities there to do some kind of radical restructuring?

Todd you can rest assured that we thought about that a lot and in the end, we kept coming back to the essential conclusion that we feel very comfortable with the quality of our loan portfolio, we have been talking about the fact that we have been de-risking this portfolio for years and we continue to do that. We still do have what we would call some toll frees and that is some single name exposures, but to very high quality names. The only scenario frankly, Nancy, that I would worry about is if you had a complete out layer situation occur along the lines of an Enron type situation or something where there’s no way you can predict it, but when you go through name by name portfolio and look at our overall credit plans, we simply don’t need to do anything else in this portfolio. Brian, what would you add to that?

Bob, just actually to put numbers around it, at the time of the merger, we had funded loans and commitments about $112 billion as of the end of June and it was $85 billion. We think probably down another $2 or $3 billion. Both we really have been shrinking and de-risking the portfolio, switching it to the investment grade, who use our products.

We still have some work to do, where would you expect it to be a year from now, if you had to put a bid on that down another 5 or 10?

Probably another $3 billion or $4 billion, but I think it is also the composition as we mention we have some legacy portfolios, particularly in media that where we’ll take the losses on but on a relative basis, it is small in our company.

It is very interesting, a little bit, Nancy, the way I think about this is I’m hoping that we look back on this in 12 months or 24 months, people look and say okay, this is BNY Mellon was one of those players who were perhaps an early mover in putting their major balance sheet issues behind them and of course, what’s different about us versus a number of our major financial institution appears is that our issues were predominantly in the securities portfolio and that’s been hit the most and the fastest and it isn’t really in the accrual books.

Your next question comes from Mark Casey - Bank of America/Merrill Lynch. Mark Casey - Bank of America/Merrill Lynch: I apologize if you guys already answered this. I came on late, but I just wondering, the de-risking in the investment portfolio, how does that change, if at all, how you look at the investment strategy and capital management?

Yeah, I would say not at all we have not changed what we’ve been doing in the investment portfolio since we’ve merged so, we’ve only been buying either agencies, government guaranteed or direct sovereign risk in the portfolios that hasn’t changed. In terms of capital, clearly we’ve got less of our capital at risk to the fluctuations of securities prices as a result of these actions. So, I think it definitely protects our capital and as we look forward, we are pretty strong generator of tangible capital pretty quickly. So, I think it’s going to give us some flexibility to do some things. Mark Casey - Bank of America/Merrill Lynch: Then moving on to expenses, and certainly it looks like legal was up and there was a little offset with the other expense down. How sustainable is that? Is that what we should expect going forward?

If you look at our legal and other expenses, we did have a little pop in our legal expenses. I think it’s a little high this quarter, but I think it’s going to probably continue to run reasonably high. So, we might see some recovery there in the fourth quarter. The rest of the expenses, I think this is a pretty good reflection of what we would be basing our run rate off of. Mark Casey - Bank of America/Merrill Lynch: The legal, is that increased entirely due to Russia?

We don’t comment specifically on legal reserves.

Your next question comes from Gerard Cassidy - RBC Capital Markets.

Bob, when the deal was put together with Mellon and Bank of New York, you wrestled with capital allocation. What was the best use of it and lending was one of the more in capital-intense businesses that you guys were involved in. In view of the shared national credit exam, does this accelerate or change your view of what the long-term future is with corporate lending for Bank of New York?

No, it really doesn’t change it for BNY Mellon overall in that, at some level, we’re always going to be lending money, but I think we increasingly recognize as an institution, we probably don’t need to do as much as perhaps we did in the past in order to generate our core business revenues of asset management and asset servicing. So, our business model is simple. Maybe we relied a little bit too much upon lending in the past to get the servicing and asset management type business mainly on the servicing side. I think we’ve had great learning’s on that over the past couple of years and that is ultimately meant that people now recognize that we can run with a smaller credit book than we have in the past. We still will continue to have a credit book, but it will only exist if it clearly helps our fee based businesses. So, it’s interesting, we had an off-site a couple of weeks ago with our top 100 people around the world. One of our good learning’s here was just about the incredible strength, the need for an incredibly strong balance sheet in good times and in bad. You insist upon it and I know we’ll get premium evaluations as a result of it and if you took an example of let’s say, you had another $10 billion of loans on your balance sheets, at extra 150 basis point spread, that might be worth $1 in our stock price, but a one PE turn in our PE is worth, $3. So, we know you pay us for the shareholders pay us for our fee revenue growth and not for taking credit risk. That has been a core learning and our efforts will continue to de-risk the portfolio at the margin fee.

Regarding the number of lending asset, how large was that insurance credit that you referenced that came up in the shared national credit exam?

I’m not sure. Are we even allowed to talk about that?

We don’t typically refer to the shared national credit exam. It is a confidential exam, Gerard.

We’re not allowed, I think. That’s the basic rule, because I asked.

Then in the Florida bank that you’re selling, that I think is expected to close first part of 2010. In that sale, I understand non-performing assets with that bank. Are they going with the sale or did they stay with Bank of New York?

We will retain some of the loans in that portfolio and obviously it’s the weaker of those loans. So, we have built up a pretty significant reserve against that. That’s not reflected in this reserve. The discontinued operations are not shown on that balance sheet.

Now, are the non-performing assets from discontinued operations included in today’s non-performing asset number or are they still excluded similar to what did you in the last quarter?

They’re excluded.

How much are those about?

I don’t have them off the top of my head.

Yes, at the end of the third quarter and the discontinued to an approximately $240 million.

Then finally, I think you guys mentioned obviously the net interest margin was going to be stable. If the Federal Reserve, or what kind of rate increases do you need to see from the Federal Reserve next year to see your net interest margin exceed 2% at some point in the latter part of next year?

I can’t say that I modeled it that scientifically, but before we get kind of the full run rate back in, I’d imagine it would have to go over 100 basis points in the base rate.

Your next question comes from John Stilmar - SunTrust.

A quick question on issuer services, can you please help me understand sort of what the trajectory is, I mean near term over the next three quarters of revenues in issuer services given at least there seems to be some positive as well as cyclical dynamics underneath that?

I mean we probably can’t comment exactly, because of course, we’re waiting for kind of the enormity of the improvement in the equity and debt markets, but I’ve already commented about DRs. Maybe I could just give you some color about corporate trust, of course the debt markets there have been quite mixed, but the largest markets are still down, but again, we feel quite confident not only about our increasing market share, which we’ve had quarter-on-quarter in every debt type. We also quite positive about the TARP program starting to get momentum here in the U.S. and of course, we have the best global footprint of any of our peer groups. So we can absolutely take advantage of debt issuance and growth around the world with the building pipeline. So with all of those kind of guarded, but positive remarks about both the debt and the equity market, we expect issuer services to comeback, but it will probably comeback slowly.

Should we use Q3 as relative baselines have been to weak start of the growth of that business, which has sort of comedown in earnings over the past several quarters?

I think that’s probably fair, John. One of the key drivers in issuer services, I mean there are a couple of drivers, but depositary receipts is a very high margin business and it tends to be very cyclical and as we come out of the cycle, lot of revenues are driven by the emerging markets and actions out of the emerging markets and they kind of slow to follow up. So we definitely have seen that business reset and in the corporate trust, it’s an annuities style business, but you’re not adding a lot to the annuity, because there’s not a lot of new issuance, especially there’s no structured issuance, which was a fairly large component of it. We are seeing some more traditional issuance in capturing market share there, but it’s still a little bit soft.

John, if I could, it’s Bob again. It’s kind of a related topic. I would encourage everyone on the call to start thinking about the fact that next year, the federal government is going to start thinking about the mortgage market and what we’re going to do about it. The fact is the U.S. mortgage market is completely broken. We need national underwriting standards, state-by-state in terms of registering of people and minimum down payments, etc. We probably need a slightly different product in this country in terms of this should always be recourse. I have severe concerns about the free refinance option, because people aren’t putting mortgages on their balance sheet. It’s just not worth it, there’s not enough spread. Ultimately, that means the governments really got to reevaluate their role and why are they in this business going forward and all you going do is look to other countries and see how much better they’ve done than us and I think this is a gigantic opportunity for consumers as well as for the financial markets over the next few years if we can fundamentally rethink how we deliver this product to the benefit of consumers as well as to the markets.

Then just to make sure that I put a final point on the restructuring of your securities portfolio, is it fair for me to the actions that you’ve taken are now being reinvested in lower margin securities and then the redeployment of that should occur over a period of time and therefore the earnings accretion that you’ve given is the accretion that you expect once the securities become fully invested or how should I think about the reinvestment period? Is there a lag in margin that we should expect, sort of a dip and then to a rebuilding level?

I would expect, John that it will be probably net neutral for this quarter because the restructuring won’t be completed until later in the quarter and you’re right. There would be lag on the reinvestment process. So, as we model this, we think it is about neutral for the quarter and the way to look at it is in the first quarter of next year, we start to see the accretion come.

Just because the volatility, especially in the securities lending business, are you certainly surprised me by growing your the total balance of securities up, but as you talked about the spread being down, which is natural given the environment. Without any changes to binary interest rates, is there an offset anywhere else to that securities lending business, which I would imagine also is tied to other such businesses like custodial, platform or something like that where there are maybe higher revenues garnered in other parts of your business that may not be as readily transparent given the lower margins that we might be expecting for securities lending.

I think you are really getting to the pricing model in our business and in our industry and historically, securities lending was an important component of our revenue streams and that was priced into the overall offering for us as well as for our prior competitors. I think you’re going to see going forward, a reprising so our dollar fees likely to be a higher percentage of our overall revenue streams going forward. You got a further take into account that that reprising mechanism takes place over course of several years and that bundling that goes on in our business, you’ll see that reflected whether it is our core custody, our fund county administration, our foreign exchange, cash management, all of those revenue streams, we take into account and we price it on an overall relationship standpoint.

Your final question comes from Robert Lee - KBW.

Most of my questions were asked, but just one that actually relates to, I guess, the pending implementation of I guess its FAS 166 and 167 and specifically, I know a lot of asset managers are concerned that as written, it would require them to start consolidating products to have a performance fee on them. So, can you maybe talk a little bit about how you see that impacting you as you kind of head into the year do you think that would be an issue that you’re going to have to start consolidating, some asset management products as it is currently written or are you pretty confident that it is not going to be the case?

We’ve obviously taken a very hard look at 167 unfortunately, there is no good guidance even at this point coming out on exactly how to interpret it and we do think there is some likelihood that we will have to consolidate some modest portion of our asset management business. We don’t think it is intended to consolidate significant portions of it, but from a risk perspective, from a capital perspective, it really shouldn’t be meaningful because it is simply not risks that belong on our balance sheet.

Robert, this is one of those unintended consequences of pushing through FAS 166 way too fast and this got caught up in it hopefully this gets clarified over the next few months. So, I wanted to thank you, everyone. This is probably one of our longer calls and I’m glad we had it as a longer call. In summary, we significantly reduced our balance sheet risks so, that going forward, OTTI should not be material and NII should be higher. Capital ratios are strong. I think we have plenty of upside for our key businesses and just as a reminder Andy Clark is always available for any questions. Thank you very much and have a good day.

Thank you, if there are any additional questions or comments, you may contact Mr. Andy Clark at 212-635-1803. Thank you, ladies and gentlemen. This concludes today’s conference call. Thank you for participating.