X0405 TA-1/A 0001559963 XXXXXXXX 084-06496 true LIVE SEC BNY Mellon International Operations (India) Private Ltd 347971 Ground Flr, Prestige Alphatech S No 39/2 Ashoka Nagar, Kharadi Bypass Rd, Kharadi Pune K7 411014 N 412-234-6365 Y Embassy Property Level 2-5 Coral Block 3 Thoraipakkam Radial Rd Pallavaram Taluk Chennai K7 600043 N N Y BNY Mellon Investment Servicing (US) Inc. 084-01761 118 Flanders Rd Westborough MA 01581 The Bank of New York Mellon 085-05006 240 Greenwich Street New York NY 10286-0001 Corporation BNY Mellon APAC Services Holdings f/k/a iNautix Technologies Mauritius 12/19/2016 Shareholder Entity E true BNY Foreign Holdings, Inc. 12/19/2016 Shareholder Entity NA BNY International Financing Corporation 12/19/2016 Owner of Shareholder Entities E true The Bank of New York Mellon 12/19/2016 Parent Entity E true The Bank of New York Mellon Corporation 01/09/2008 Ultimate Parent Entity E true Michael DeNofrio 03/12/2013 Vice President - US TA NA 12/31/2020 Sudish Panicker 06/27/2016 Board Director NA Shailendra Pandey 06/09/2017 Compliance Officer NA Craig Bayer 05/30/2018 Director NA 09/05/2023 Nitin Chandel 03/13/2019 Board Director NA 09/15/2023 Jasmin Ignatius 03/13/2019 Board Director NA 05/05/2022 Ann Fogarty 03/13/2019 Board Director NA 06/17/2020 Denise Sommerville 03/13/2019 Board Director NA 05/08/2020 Francis Braeckevelt 03/13/2019 Board Director NA 12/01/2025 Joanne Cash 03/11/2021 Board Director NA 04/30/2024 Alexandra Waite Goodburn 03/11/2021 Managing Director - US TA NA 07/25/2025 Janet Menezes 06/06/2022 Board Director NA Rajeev Bhatnagar 03/20/2023 Board Director NA 03/01/2026 N N Y Pershing Securities Australia Pty. Ltd (Pershing Australia) Australian Securities & Investments Commission (ASIC) vs. Pershing Australia 11/15/2019 Downing Centre Local Court, Sydney, Australia Pershing Australia was charged with three counts under the Australian Corporations Act 2001 (the Act). On May 5, 2020, Pershing Australia pled guilty to two investment-related counts related to securities clearance and settlement. Australian law does not recognize misdemeanors or felonies, but the fine will exceed $1000. Sequence 1: Pled guilty to breaching s993C(1) between 30 June 2016 and 16 December 2017 through making payments out of a client money account that were not permitted by Reg 7.8.02 of the Corporations Regulations 2001. Sequence 3: Pled guilty to breaching s993B(1) between 25 January 2016 and 31 December 2018 by receiving money in connection with financial services, and then failing to pay that money into an account complying with the client money requirements within s981B of the Act. Sequence 2: Charged for a one-time underpayment of 1,044.65 Australian dollars to its trust account on 21 August 2017. On May 5, 2020, Pershing Australia pled guilty to Sequences 1 and 3, breaching s993C(1) and s993B(1) of the Act. Sentencing is expected to occur on July 27, 2020, and will consist only of a monetary fine and certain revised license conditions with ASIC. N Y CIBC Mellon Trust Company U.S. Securities and Exchange Commission v. CIBC Mellon Trust Company 01/14/2005 U.S. Securities and Exchange Commission ("SEC") CIBC Mellon Trust Company ("CMTC"), a transfer agent that is an affiliate of Registrant by virtue of Mellon Canada Holding Company's 50 percent interest in the joint venture, submitted a Consent to Entry of Judgment (the "Consent"), which was presented by the SEC in the U.S. District Court for the District of Columbia (the "Court") on February 16, 2005. In the Consent, and solely for the purpose of the injunctive action and any other proceedings arising out of the SEC's investigation brought by or on behalf of the SEC or to which the SEC is a party, CMTC consented to the entry of Final Judgment as to Defendant CMTC (the "Final Judgment") without admitting or denying the matters set forth therein (other than those relating to the jurisdiction of the Court and the subject matter of the action). The Final Judgment, entered on Feb. 24, 2005, resolved the allegations that CMTC had failed to register as a transfer agent with the SEC, that it had issued "legend free" stock certificates of a company whose shares were not registered with the SEC, that one of its managers had accepted payments of stock from that company's officers to issue the certificates, and that it had acted as an unregistered broker or dealer in connect n with its stock plan administration business. CMTC was permanently enjoined from prescribed violations of Securities Act Section 5, Exchange Act Section 10(b) and Rule 10b-5, Exchange Act Section 15(a), Exchange Act Section 17A(c)(1), and from aiding and abetting future violations of Exchange Act Section 10(b) or Rule 10b-5. CMTC also agreed to pay a civil monetary penalty of $5 million and disgorgement of $889,773 and prejudgment interest of $140,270. Payment was made on March 4, 2005. CMTC also consented, without admitting or denying the SEC complaint's allegations, to the entry of an SEC administrative order based on the Final Judgment on March 2, 2005 (the "Order"). Pursuant to the Order, CMTC was censured and agreed to an undertaking to engage an independent consultant to review its relevant businesses and procedures. This matter responds to items 10B(1) and 10C(2). Entry of Judgment on consent. See item (v) above for detail. N Y One or more controlled affiliates- See attached file for Question 10 Data See attached file for Question 10 Data 12/17/2007 See attached file for Question 10 Data See attached file for Question 10 Data See attached file for Question 10 Data The Bank of New York Mellon (the Bank) SEC Administrative Preceeding File No. 3-17268 06/13/2016 The Securities and Exchange Commission (the "SEC") On June 13, 2016, the SEC finalized a settlement with the Bank, an affiliate of the Registrant, relating to the Bank's standing instruction foreign exchange ("FX") program. The SEC instituted a settled administrative proceeding against the Bank, finding that the Bank violated Section 34(b) of the Investment Company Act of 1940, and caused violations of Section 31(a) of the act and Rule 31a-1(b) thereunder. The order requires the Bank to cease and desist from such violations, pay a $30 million civil penalty, and disgorge $133,022,207 which is deemed satisfied by the Bank's prior payments in related settlements with the U.S. Attorney's Office for the Southern District of New York and The New York Attorney General. The order also requires the Bank to report on its remediation and implementation of compliance measures relating to its standing instruction FX programs offered to registered investment adviser custodial clients. See 10(c)(1)(v) above. Y One or more controlled affiliates- See attached file for Question 10 Data See attached file for Question 10 Data 12/17/2007 See attached file for Question 10 Data See attached file for Question 10 Data See attached file for Question 10 Data The Bank of New York Mellon SEC Admin. Proceeding File No. 3-12269 04/24/2006 U.S. Securities and Exchange Commission The SEC alleged that The Bank of New York Mellon (formerly, The Bank of New York) ("BNY") failed as a transfer agent to exercise reasonable care to ascertain the correct addresses of lost security holders and escheated assets belonging to those security holders to various security holders. See 10(c)(2)(v) above The Bank of New York Mellon SEC Admin. Proceeding File No. 3-12526 01/09/2007 U.S. Securities and Exchange Commission The SEC alleged that from at least January 1, 2003 through June 30, 2004, in connection with certain auctions, The Bank of New York Mellon (formerly, The Bank of New York) ("BNY") accepted initial or revised bids after submission deadlines and allowed broker-dealers to intervene in auctions. In certain instances, this conduct also affected the rate paid on the auction rate securities. As a result, BNY caused violations of section 17(a)(2) of the Securities Act. BNY was required to make certain disclosures regarding its material auction practices and procedures; and not later than 6 months after the date of this order, unless otherwise extended by the Staff of the Commission for good cause shown, have its CEO or General Counsel certify in writing to the Staff of the Commission that BNY has implemented procedures. In addition, BNY paid a monetary settlement in the amount of $750,000. See 10(c)(2)(v) above CIBC Mellon Trust Company U.S. Securities and Exchange Commission v. CIBC Mellon Trust Company 01/14/2005 See 10(b)(1) above See 10(b)(1) above See 10(b)(1) above The Bank of New York Mellon Corporation (BNY Mellon) SEC Release No. 34-75720 08/18/2015 The Securities and Exchange Commission (the "SEC") The SEC staff alleged violations of the U.S. Foreign Corrupt Practices Act in connection with the provision of a limited number of internships to relatives of sovereign wealth fund officials. An order was issued against BNY Mellon in the amount of $14,800,000, consisting of disgorgement fees of $8,300,000, prejudgment interest of $1,500,000 and a civil monetary penalty of $5,000,000. BNY Mellon effected payment on August 24, 2015. The Bank of New York Mellon (the Bank) SEC Administrative Preceding File No. 3-17268 06/13/2016 The Securities and Exchange Commission (the "SEC") See 10(c)(1)(v) above. See 10(c)(1)(v) above. The Bank of New York Mellon Corporation (BNY Mellon) SEC Release No. 34-79777; Administrative file no.3-17768 01/12/2017 The Securities and Exchange Commission (the "SEC") The SEC Staff alleged violations of Sections 13(b)(2)(A) & (B) of the Securities Exchange Act of 1934 for books and records and internal regulatory accounting control deficiencies in connection with the calculation of risk-based regulatory capital ratios presented. A civil money penalty in the amount of $6,600,000 was ordered to be paid by BNY Mellon. BNY Mellon will effect payment on a date TBD. The Bank of New York Mellon (BNY Mellon) SEC Release No. 33-10856; Administrative Proceeding File No. 3-18933 12/17/2018 The Securities and Exchange Commission (the "SEC") This action arises out of the SEC's assertion that BNY Mellon, as depositary bank, engaged in improper practices in connection with the pre-release of American Depositary Receipts ("ADRs"). Specifically, the SEC staff alleged violations of Section 17(a)(3) of the Securities Act of 1933, which prohibits, in the offer or sale of securities, engaging in any transaction, practice, or course of business which operates or would operate as a fraud or deceit upon the purchaser. As the SEC Order relates, (1) ADRs are negotiable instruments that trade on a U.S. market that represent an interest in a specified number foreign securities that have been deposited with a depositary bank or with the depositary bank's foreign custodian; (2) ADRs allow U.S. investors to invest in foreign companies without having to purchase shares in the foreign market; (3) in some situations, a person may seek to obtain ADRs through a "pre-release" transaction whereby a market participant obtains newly-issued ADRs from the depositary bank (as opposed to purchasing an existing ADR from the market) without having already delivered the corresponding ordinary shares to the custodian; (4) the traditional rationale for pre-release transactions was to address settlement timing disparities that could delay delivery to the foreign custodian of recently purchased ordinary shares; and (5) several instruments (the "Pre-Release Agreements"), including the agreements with the depositary bank, the ADR itself and pre-release agreements with the involved broker-dealers ("Pre-Release Brokers"), either included or required BNY Mellon to obtain representations from the Pre-Release Brokers stating that for the duration of each pre-release transaction, the Pre-Release Broker or its customer (I) beneficially owned corresponding ordinary shares, (ii) assigned all beneficial right, title, and interest in the shares to the depositary, (iii) would not take any action with respect to such shares that was inconsistent with the transfer of beneficial ownership, and (iv) would pay foreign withholding taxes at the rate required for ADR holders and pass through to the depositary any dividends and dividend-related tax credits or refunds. The SEC found that BNY Mellon (1) did not take reasonable steps to determine that the Pre-Release Brokers or their counterparties complied with the obligations set forth in the Pre-Release Agreements and (2) at times, negligently facilitated short selling and enabled the settlement of trades with some ADRs that were not actually backed by the ordinary shares held for the benefit of the depositary in accordance with the requirements of the ADR facility. On 12/17/18 the SEC entered into an administrative settlement on a neither-admit-nor-deny basis with BNY Mellon in which BNY Mellon agreed to pay $29.3 million in disgorgement, prejudgment interest of $4.2 million and a civil penalty of $20.5 million. The Bank of New York Mellon Corporation CFTC Docket No. 19-42 09/30/2019 Commodities Futures Trading Commission The CFTC alleged that BNYM failed to correctly report certain swap transactions to a swap data repository from December 31, 2012 through at least 2018, in violation of Sections 2a13G and 4ra3 of the Commodity Exchange Act, 7 U.S.C. 2a13), 6ra3 2012, and Regulations 43.3 and 45.3, 17 C.F.R. 43.3, 45.3 2019 the collectively, CFTC Rules. On September 30, 2019, without admitting or denying any of the findings or conclusions, a settlement was reached in which BNY Mellon was ordered to cease and desist from violating the CFTC Rules and pay a civil monetary penalty in the amount of $750,000. Y One or more controlled affiliates - See attached file for Question 10 Data See attached file for Question 10 Data 12/17/2007 See attached file for Question 10 Data See attached file for Question 10 Data See attached file for Question 10 Data Y One or more control affiliates - see attached file for Question 10 Data See attached file for Question 10 Data 12/17/2007 See attached file for Question 10 Data See attached file for Question 10 Data See attached file for Question 10 Data The Bank of New York Mellon Sec Admin. Proceeding File No. 3-12526 01/09/2007 U.S. Securities and Exchange Commission See 10(c)(2) above See 10(c)(2) above The Bank of New York Mellon SEC Admin. Proceeding File No. 3-12269 04/24/2006 U.S. Securities and Exchange Commission See 10(c)(2) above See 10(c)(2) above The Bank of New York Mellon (the Bank) SEC Administrative Preceding File No. 3-17268 06/13/2016 The Securities and Exchange Commission (the "SEC") See 10(c)(1)(v) above. See 10(c)(1)(v) above. N Y One or more control affiliates - see attached file for Question 10 Data See attached file for Question 10 Data 12/17/2007 See attached file for Question 10 Data See attached file for Question 10 Data See attached file for Question 10 Data The Bank of New York Mellon (BNYM) Docket No. 12-018-CMP-SMB 12/01/2010 Board of Governors of the Federal Reserve System (BGFRS) On 9/22/08, BNYM borrowed from the Boston Federal Reserve Bank under the Asset-Backed Commercial Paper Money Market Mutual Fund Liquidity Facility ("AMLF") program. The BGFRS and BNYM have mutually agreed to enter into a combined Order to Cease & Desist and Order of Assessment of a civil Monetary Penalty of $6,000,000. BNY Mellon Fund Services (Ireland) DAC NA 03/22/2022 Central Bank of Ireland aka CBI In 2017, the CBI commenced an enforcement investigation against DAC, an Irish entity, in relation to the oversight of outsourced fund administration activities and related regulatory engagement. As part of the investigation, the CBI identified suspected breaches of Irish law/regulation between 2013 and 2019, which the CBI refers to as suspected prescribed contraventions. DAC agreed to a settlement with the CBI pursuant to which the CBI reprimanded and fined DAC pursuant to its Administrative Sanctions Procedure (the ASP) for 16 regulatory breaches relating to the outsourcing of fund administration activities. N Y One or more control affiliates - see attched file for Question 10 Data See attached file for Question 10 Data 12/17/2007 See attached file for Question 10 Data See attached file for Question 10 Data See attached file for Question 10 Data Dreyfus Service Organization, Inc. Proceeding by the Commissioner of Banking and Ins. State of NJ Ref. No. 8059711 09/08/2008 State of New Jersey Department of Banking and Insurance, Trenton, New Jersey It was alleged that Dreyfus Service Organization ("DSO") between June 2002 and November 2002 "caused, permitted or was otherwise responsible for allowing an employee to solicit and write eight New Jersey annuity contracts without the benefit of a current license." DSO had an employee with a non-resident NJ insurance license which had expired and was later reinstated. The sales were made during the period when the employee's license was inactive, although DSO had reason to believe the license was, in fact, active. Without admitting or denying any violation of the insurance statutes or regulations or any wrongdoing, DSO consented to an administrative sanction in the amount of $4000.00 to fully and completely resolve the matter. Disposition: See 10(d)(4)(v) above The Bank of New York Mellon (BNYM) Docket No. 12-018-CMP-SMB 12/01/2010 Board of Governors of the Federal Reserve System (BGFRS) On 9/22/08, BNYM borrowed from the Boston Federal Reserve Bank under the Asset-Backed Commercial Paper Money Market Mutual Fund Liquidity Facility ("AMLF") program. The BGFRS and BNYM have mutually agreed to enter into a combined Order to Cease & Desist and Order of Assessment of a Civil Monetary Penalty of $6,000,000. The Bank of New York Mellon Corporation (BNYM) and Newton Investment Management Limited (NIM) CMP/01-2016/CA98 02/21/2019 U.K. FINANCIAL CONDUCT AUTHORITY (FCA) On 21 February 2019, FCA found that NIM, through the actions of a former employee in 2014 and 2015, shared information with three other UK investment advisors in relation to 2initial public offerings and 1 placing by UK issuers by disclosing the price intended to pay, or accepting such information, or both, shortly before the share prices were set. The FCA found that parts of this conducts violated the UK Competition Act 1998. NIM self-reported this matter to the FCA following identification of the issue. The former employee's actions contravened NIM's code of conduct and ethical standards, and the employee has since been dismissed. BNYM was found jointly and severally liable by reason if being NIM's ultimate parent company. Neither BNYM nor any of its employees was involved in any aspect of the relevant conduct and there has been no allegation nor negative finding by the FCA in respect of the conduct of BNYM. The FCA issued their decision on 21 February 2019. The FCA's findings are provisional and the parties are entitled to make written and oral representations on them. Following any such representations by the parties, the FCA will make its final decision. Y One or more control affiliates - see attached file for Question 10 Data See attached file for Question 10 Data 12/17/2007 See attached file for Question 10 Data See attached file for Question 10 Data See attached file for Question 10 Data N Y One or more control affiliates - see attached file for Question 10 Data See attached file for Question 10 Data12/17/2007 04/14/2009 See attached file for Question 10 Data See attached file for Question 10 Data See attached file for Question 10 Data Y One or more control affiliates - see attached file for Question 10 Data See attached file for Question 10 Data 12/17/2007 See attached file for Question 10 Data See attached file for Question 10 Data See attached file for Question 10 Data N N Y The Bank of New York Mellon Corporation Administrative Order Imposing a Fine 11/14/2010 Bundesanstalt fur Finanzdienstleistungsaufscht - Germany Bundesanstalt fur Finanzdienstleistungsaufscht the (BaFin), the financial supervisory authority in Germany, alleged that The Bank of New York Mellon Corporation (BNY Mellon) required under the Act to prevent contravention of the shareholding notice obligations by its subsidiaries. On May 12, 2011 the BaFin issued an administrative order that: (1) determined that BNY Mellon negligently failed to comply with the supervisory requirements with respect to its subsidiaries in order to ensure compliance with the notification deadlines and (2) imposed against BNY Mellon an administrative fine of EUR 22,500.00 (approx. $31,725) and a fee (for procedural costs) of EUR 1,125.00 (approx. $1,586). BNY Mellon made payment effective May 27, 2011. See response in 10(f)(v) The Bank of New York Mellon - London Branch (BNYM) Docket No. 122467 02/24/2014 U.K. Financial Conduct Authority The U.K. Financial Conduct Authority alleged that BNYM failed to comply with certain rules set forth in the U.K. Clients Assets Sourcebook, which sets forth the regime in the U.K. for the protection of client interests. BNY Mellon entered into a settlement agreement with the UK Financial Conduct Authority (the "FCA") on March 6, 2015, and the FCA issued its Final Notice, in which the 126 million pounds (approx. $188M) fine was imposed, on April 14, 2015. The Bank of New York Mellon Corporation (BNYM) and Newton Investment Management Limited (NIM) CMP/01-2016/CA98 02/21/2019 U.K. FINANCIAL CONDUCT AUTHORITY (FCA) On 21 February 2019, FCA found that NIM, through the actions of a former employee in 2014 and 2015, shared information with three other UK investment advisors in relation to 2initial public offerings and 1 placing by UK issuers by disclosing the price intended to pay, or accepting such information, or both, shortly before the share prices were set. The FCA found that parts of this conducts violated the UK Competition Act 1998. NIM self-reported this matter to the FCA following identification of the issue. The former employee's actions contravened NIM's code of conduct and ethical standards, and the employee has since been dismissed. BNYM was found jointly and severally liable by reason if being NIM's ultimate parent company. Neither BNYM nor any of its employees was involved in any aspect of the relevant conduct and there has been no allegation nor negative finding by the FCA in respect of the conduct of BNYM. The FCA issued their decision on 21 February 2019. The FCA's findings are provisional and the parties are entitled to make written and oral representations on them. Following any such representations by the parties, the FCA will make its final decision. Y The Bank of New York Mellon Corporation (BNYM) CMP/01-2016/CA98 11/29/2017 U.K. Financial Conduct Authority (FCA), England The FCA has made provisional findings that BNYM is jointly and severally liable for certain conduct of its subsidiary Newton Investment Management Limited (NIM) solely by reason of being NIM's parent company. Neither BNYM nor any of its employees was involved in any aspect of the relevant conduct. The FCA has made provisional findings that NIM shared information with three other U.K. investment advisers in relation to two Initial Public Offerings (IPOs) and one placing by U.K. issuers by disclosing the price it intended to pay, or accepting such information, or both, shortly before the share prices were set. The FCA has provisionally concluded that the conduct infringed the prohibition imposed by section 2(1) of the U.K. Competition Act 1998 and Article 101 of the Treat on the Functioning of the European Union which prohibit concerted practices which have as their object the prevention, restriction or distortion of competition. FCA's findings are provisional and the parties are entitled to make written and oral representations on them. Following any such representations, the FCA will make its final decision, which the parties can challenge before the Competition Appeal Tribunal. N N Sean Lynch 1-508-871-3586 Senior Director - US TA 04/03/2026