X0405 TA-1/A 0000849542 XXXXXXXX 084-01761 true LIVE SEC BNY Mellon Investment Servicing (US) Inc. PNC Global Investment Servicing (U.S.) Inc. 418772 4400 Computer Drive Westborough MA 01581 N 508-871-8500 Y 760 Moore Road King of Prussia PA 19406 400 Bellevue Parkway Wilmington DE 19809 N Y Computershare Inc. 084-05925 250 Royall Street Canton MA 02021 BNY Mellon International Operations (India) Private Limited 084-06496 L1 Tower S-3, Cybercity, Magarpatta City Hadapsar Pune K7 411013 Y Prudential Mutual Fund Services, LLC 084-05681 100 Mulberry Street Gateway Center III Newark NJ 07102 Banco Santander Puerto Rico 085-00818 207 Ponce De Leon Ave. San Juan PR 00918 USAA Transfer Agency Company, dba USAA Shareholder Account Services 084-01197 9800 Fredericksburg Rd. San Antonio TX 78288 The Bank of New York Mellon 085-05006 240 Greenwich Street New York NY 10286 Banco Popular de Puerto Rico 085-05510 209 Munoz Rivera Avenue San Juan PR 00936 Virtus Fund Services, LLC 084-06485 101 Munson Street, Ste 104 Greenfield MA 01301 Delaware Investments Fund Services Company 084-06512 2005 Market Street Philadelphia PA 19103 Dreyfus Transfer, Inc. 084-06102 144 Glenn Curtiss Boulevard Uniondale NY 11556-0144 Corporation Michael DeNofrio 12/01/1999 Board Director, Managing Director NA true Stephen F. Conlin 12/01/1999 Managing Director NA true BNY Mellon US Services Holdings LLC f/k/a BNYM GIS Funding 07/01/2010 Parent entity E true The Bank of New York Mellon 07/01/2010 Owner of parent entity E true The Bank of New York Mellon Corporation 07/01/2010 Ultimate parent entity E true Joseph G. Bawiec 03/31/2009 Managing Director & CFO NA true Stephen P. Farlese 10/11/2013 Managing Director NA true Robert F. Mathisen, Jr. 06/16/2011 Managing Director NA true 10/19/2018 Calvin G. Holmquist 06/01/2014 President & Board Chairman NA true Brian Weber 09/29/2017 Compliance Officer NA David Cullmann 09/29/2017 Managing Director NA true Christine Gill 09/29/2017 Managing Director NA true Matthew A. Wells 09/29/2017 Managing Director NA true Timothy LiVolsi 02/07/2018 Managing Director NA Nicole Fouron 10/19/2018 Managing Director NA N N N N Y CIBC Mellon Trust Company U.S. Securitities 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 connection 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 Preceding 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 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 on 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 U.S. Securities and Exchange Commission ("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 in the amount 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)(vi) above The Bank of New York Mellon Corporation (BNY Mellon) 10c(2)(ii) 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 in annual and quarterly reports filed with the SEC. 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. 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 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)(vi) 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. It was alleged that due to a failure in its internal processes at the time, a portion of the Asset-Backed Commercial Paper ("ABCP") collateral pledged by BNYM was ineligible under the terms of the AMLF. As a result, BNYM received more in the AMLF loans proceeds than it otherwise would have been advanced, based upon the eligible ABCP collateral pledged. 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. 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 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. 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. It was alleged that due to a failure in its internal processes at the time, a portion of the Asset-Backed Commercial Paper ("ABCP") collateral pledged by BNYM was ineligible under the terms of the AMLF. As a result, BNYM received more in the AMLF loans proceeds than it otherwise would have been advanced, based upon the eligible ABCP collateral pledged. 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. 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 Data 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 Y One or more control affiliates - see attached file for Question 10 Data See attached file for Question 10 Data 01/29/2004 See attached file for Question 10 Data See attached file for Question 10 Data See attached file for Question 10 Data 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) violated certain supervisory duties under the Securities Trading Act (the Act). Under this Act, anyone whose shareholding in a German issuer reaches, exceeds or falls below 3%, 5%, 10%, 15%, 20%, 30%, 50% or 75% of the voting rights shall notify the issuer and the BaFin, without undue delay, and within four trading days at the latest. The BaFin alleged that: (1) notifications sent by BNY Mellon on behalf of certain subsidiaries to a German issuer and the BaFin of the reduction of its voting shares in the issuer below the 3% threshold was one month late and (2) BNY Mellon failed to take the supervisory measures 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. 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 Michael DeNofrio (508) 871-9665 Managing Director 12/19/2018