← Bny Mellon Securities Corporation
Form ADV (full filing)
as of Jun 17, 2026
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FORM ADV
UNIFORM APPLICATION FOR INVESTMENT ADVISER REGISTRATION AND REPORT BY EXEMPT REPORTING ADVISERS
Primary Business Name: BNY MELLON SECURITIES CORPORATION CRD Number: 231
Other-Than-Annual Amendment - All Sections Rev. 10/2021
6/17/2026 3:10:44 PM
WARNING: Complete this form truthfully. False statements or omissions may result in denial of your application, revocation of your registration, or criminal prosecution. You must
keep this form updated by filing periodic amendments. See Form ADV General Instruction 4.
Item 1 Identifying Information
Responses to this Item tell us who you are, where you are doing business, and how we can contact you. If you are filing an umbrella registration, the information in Item 1 should be
provided for the filing adviser only. General Instruction 5 provides information to assist you with filing an umbrella registration.
A. Your full legal name (if you are a sole proprietor, your last, first, and middle names):
BNY MELLON SECURITIES CORPORATION
B. (1) Name under which you primarily conduct your advisory business, if different from Item 1.A.
BNY MELLON SECURITIES CORPORATION
List on Section 1.B. of Schedule D any additional names under which you conduct your advisory business.
(2) If you are using this Form ADV to register more than one investment adviser under an umbrella registration, check this box
If you check this box, complete a Schedule R for each relying adviser.
C. If this filing is reporting a change in your legal name (Item 1.A.) or primary business name (Item 1.B.(1)), enter the new name and specify whether the name change is of
your legal name or your primary business name:
D. (1) If you are registered with the SEC as an investment adviser, your SEC file number: 801-54739
(2) If you report to the SEC as an exempt reporting adviser, your SEC file number:
(3) If you have one or more Central Index Key numbers assigned by the SEC ("CIK Numbers"), all of your CIK numbers:
CIK Number
277871
E. (1) If you have a number ("CRD Number") assigned by the FINRA's CRD system or by the IARD system, your CRD number: 231
If your firm does not have a CRD number, skip this Item 1.E. Do not provide the CRD number of one of your officers, employees, or affiliates.
(2) If you have additional CRD Numbers, your additional CRD numbers:
No Information Filed
F. Principal Office and Place of Business
(1) Address (do not use a P.O. Box):
Number and Street 1: Number and Street 2:
240 GREENWICH STREET 9TH FLOOR EAST
City: State: Country: ZIP+4/Postal Code:
NEW YORK New York United States 10286-0001
If this address is a private residence, check this box:
List on Section 1.F. of Schedule D any office, other than your principal office and place of business, at which you conduct investment advisory business. If you are applying for
registration, or are registered, with one or more state securities authorities, you must list all of your offices in the state or states to which you are applying for registration or with
whom you are registered. If you are applying for SEC registration, if you are registered only with the SEC, or if you are reporting to the SEC as an exempt reporting adviser, list the
largest twenty-five offices in terms of numbers of employees as of the end of your most recently completed fiscal year.
(2) Days of week that you normally conduct business at your principal office and place of business:
Monday - Friday Other:
Normal business hours at this location:
9:00 AM - 5:00 PM
(3) Telephone number at this location:
2129226273
(4) Facsimile number at this location, if any:
(5) What is the total number of offices, other than your principal office and place of business, at which you conduct investment advisory business as of the end of your most
recently completed fiscal year?
5
G. Mailing address, if different from your principal office and place of business address:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
H. If you are a sole proprietor, state your full residence address, if different from your principal office and place of business address in Item 1.F.:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Yes No
I. Do you have one or more websites or accounts on publicly available social media platforms (including, but not limited to, Twitter, Facebook and LinkedIn)?
If "yes," list all firm website addresses and the address for each of the firm's accounts on publicly available social media platforms on Section 1.I. of Schedule D. If a website address
serves as a portal through which to access other information you have published on the web, you may list the portal without listing addresses for all of the other information. You may
need to list more than one portal address. Do not provide the addresses of websites or accounts on publicly available social media platforms where you do not control the content. Do not
provide the individual electronic mail (e-mail) addresses of employees or the addresses of employee accounts on publicly available social media platforms.
J. Chief Compliance Officer
(1) Provide the name and contact information of your Chief Compliance Officer. If you are an exempt reporting adviser, you must provide the contact information for your Chief
Compliance Officer, if you have one. If not, you must complete Item 1.K. below.
Name: Other titles, if any:
Telephone number: Facsimile number, if any:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if Chief Compliance Officer has one:
(2) If your Chief Compliance Officer is compensated or employed by any person other than you, a related person or an investment company registered under the Investment
Company Act of 1940 that you advise for providing chief compliance officer services to you, provide the person's name and IRS Employer Identification Number (if any):
Name:
IRS Employer Identification Number:
K. Additional Regulatory Contact Person: If a person other than the Chief Compliance Officer is authorized to receive information and respond to questions about this Form ADV, you
may provide that information here.
Name: Titles:
Telephone number: Facsimile number, if any:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
Electronic mail (e-mail) address, if contact person has one:
Yes No
L. Do you maintain some or all of the books and records you are required to keep under Section 204 of the Advisers Act, or similar state law, somewhere other than your
principal office and place of business?
If "yes," complete Section 1.L. of Schedule D.
Yes No
M. Are you registered with a foreign financial regulatory authority?
Answer "no" if you are not registered with a foreign financial regulatory authority, even if you have an affiliate that is registered with a foreign financial regulatory authority. If "yes,"
complete Section 1.M. of Schedule D.
Yes No
N. Are you a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934?
Yes No
O. Did you have $1 billion or more in assets on the last day of your most recent fiscal year?
If yes, what is the approximate amount of your assets:
$1 billion to less than $10 billion
$10 billion to less than $50 billion
$50 billion or more
For purposes of Item 1.O. only, "assets" refers to your total assets, rather than the assets you manage on behalf of clients. Determine your total assets using the total assets shown on
the balance sheet for your most recent fiscal year end.
P. Provide your Legal Entity Identifier if you have one:
A legal entity identifier is a unique number that companies use to identify each other in the financial marketplace. You may not have a legal entity identifier.
SECTION 1.B. Other Business Names
No Information Filed
SECTION 1.F. Other Offices
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a
separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only
the largest twenty-five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
BNY MELLON CORPORATION 777 S. FLAGLER DRIVE
City: State: Country: ZIP+4/Postal Code:
WEST PALM BEACH Florida United States 33401
If this address is a private residence, check this box:
Telephone Number: Facsimile Number, if any:
5615693032
If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform
Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:
How many employees perform investment advisory functions from this office location?
4
Are other business activities conducted at this office location? (check all that apply)
(1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank)
(3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a
separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only
the largest twenty-five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
BNY MELLON CORPORATION 144 GLENN CURTISS BLVD, 9TH FLOOR
City: State: Country: ZIP+4/Postal Code:
UNIONDALE New York United States 11556
If this address is a private residence, check this box:
Telephone Number: Facsimile Number, if any:
1-800-323-7023 516-338-3886
If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform
Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:
116343
How many employees perform investment advisory functions from this office location?
47
Are other business activities conducted at this office location? (check all that apply)
(1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank)
(3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a
separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only
the largest twenty-five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
BNY MELLON CORPORATION 600 COLONIAL CENTER PARKWAY
City: State: Country: ZIP+4/Postal Code:
LAKE MARY Florida United States 32746-5775
If this address is a private residence, check this box:
Telephone Number: Facsimile Number, if any:
877-570-1632
If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform
Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:
How many employees perform investment advisory functions from this office location?
17
Are other business activities conducted at this office location? (check all that apply)
(1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank)
(3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a
separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only
the largest twenty-five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
BNY MELLON CORPORATION ONE BOSTON PLACE
City: State: Country: ZIP+4/Postal Code:
BOSTON Massachusetts United States 02108
If this address is a private residence, check this box:
Telephone Number: Facsimile Number, if any:
212-815-4941
If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform
Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:
How many employees perform investment advisory functions from this office location?
1
Are other business activities conducted at this office location? (check all that apply)
(1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank)
(3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:
Complete the following information for each office, other than your principal office and place of business, at which you conduct investment advisory business. You must complete a
separate Schedule D Section 1.F. for each location. If you are applying for SEC registration, if you are registered only with the SEC, or if you are an exempt reporting adviser, list only
the largest twenty-five offices (in terms of numbers of employees).
Number and Street 1: Number and Street 2:
BNY MELLON CORPORATION 500 GRANT STREET
City: State: Country: ZIP+4/Postal Code:
PITTSBURGH Pennsylvania United States 15258
If this address is a private residence, check this box:
Telephone Number: Facsimile Number, if any:
412-638-9272
If this office location is also required to be registered with FINRA or a state securities authority as a branch office location for a broker-dealer or investment adviser on the Uniform
Branch Office Registration Form (Form BR), please provide the CRD Branch Number here:
How many employees perform investment advisory functions from this office location?
1
Are other business activities conducted at this office location? (check all that apply)
(1) Broker-dealer (registered or unregistered)
(2) Bank (including a separately identifiable department or division of a bank)
(3) Insurance broker or agent
(4) Commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(5) Registered municipal advisor
(6) Accountant or accounting firm
(7) Lawyer or law firm
Describe any other investment-related business activities conducted from this office location:
SECTION 1.I. Website Addresses
List your website addresses, including addresses for accounts on publicly available social media platforms where you control the content (including, but not limited to, Twitter,
Facebook and/or LinkedIn). You must complete a separate Schedule D Section 1.I. for each website or account on a publicly available social media platform.
Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.BNY.COM/INVESTMENTS
Address of Website/Account on Publicly Available Social Media Platform: HTTPS://WWW.BNY.COM
SECTION 1.L. Location of Books and Records
Complete the following information for each location at which you keep your books and records, other than your principal office and place of business. You must complete a separate
Schedule D, Section 1.L. for each location.
Name of entity where books and records are kept:
INVESCO ADVISERS, INC.
Number and Street 1: Number and Street 2:
INVESCO ADVISERS, INC. 1555 PEACHTREE STREET, N.E.
City: State: Country: ZIP+4/Postal Code:
ATLANTA Georgia United States 30309
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
404-892-0896
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
HISTORICAL CLIENT, PORTFOLIO MANAGEMENT AND TRADING INFORMATION.
Name of entity where books and records are kept:
BNY MELLON SECURITIES CORPORATION
Number and Street 1: Number and Street 2:
BNY MELLON SECURITIES CORPORATION 144 GLENN CURTISS BLVD.
City: State: Country: ZIP+4/Postal Code:
UNIONDALE New York United States 11556
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
800-323-7023
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
CLIENT ACCOUNT DOCUMENTATION, GENERAL CORRESPONDENCE AND OTHER CORPORATE RECORDS.
Name of entity where books and records are kept:
NEWTON INVESTMENT MANAGEMENT LTD
Number and Street 1: Number and Street 2:
NEWTON INVESTMENT MANAGEMENT LTD 160 QUEEN VICTORIA STREET
City: State: Country: ZIP+4/Postal Code:
LONDON United Kingdom EC4V 4LA
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
442071639000
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
PORTFOLIO MANAGEMENT AND TRADING INFORMATION.
Name of entity where books and records are kept:
MELLON INVESTMENTS CORPORATION
Number and Street 1: Number and Street 2:
MELLON INVESTMENTS CORPORATION 201 WASHINGTON STREET
City: State: Country: ZIP+4/Postal Code:
BOSTON Massachusetts United States 02108
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
617-722-7250
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
PORTFOLIO MANAGEMENT AND TRADING INFORMATION.
Name of entity where books and records are kept:
BNY MELLON CORPORATION
Number and Street 1: Number and Street 2:
BNY MELLON CORPORATION 201 WASHINGTON STREET
City: State: Country: ZIP+4/Postal Code:
BOSTON Massachusetts United States 02108-4407
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
617-248-4615
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
PROXY MATERIALS AND PROXY VOTING RECORDS.
Name of entity where books and records are kept:
NEWTON INVESTMENT MANAGEMENT NORTH AMERICA, LLC
Number and Street 1: Number and Street 2:
NEWTON INVESTMENT MANAGEMENT NORTH AMERICA, LLC BNY MELLON CENTER, ONE BOSTON PLACE
City: State: Country: ZIP+4/Postal Code:
BOSTON Massachusetts United States 02108-4408
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
617-248-3000
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
PORTFOLIO MANAGEMENT AND TRADING INFORMATION.
Name of entity where books and records are kept:
WALTER SCOTT & PARTNERS LIMITED
Number and Street 1: Number and Street 2:
WALTER SCOTT & PARTNERS LIMITED ONE CHARLOTTE SQUARE
City: State: Country: ZIP+4/Postal Code:
EDINBURGH United Kingdom EH2 4DR
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
441312251357
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
PORTFOLIO MANAGEMENT AND TRADING RECORDS.
Name of entity where books and records are kept:
FAYEZ SAROFIM & CO.
Number and Street 1: Number and Street 2:
FAYEZ SAROFIM & CO. 909 FANNIN ST, STE 2907
City: State: Country: ZIP+4/Postal Code:
HOUSTON Texas United States 77010
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
713-654-4484
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
PORTFOLIO MANAGEMENT AND TRADING INFORMATION.
Name of entity where books and records are kept:
BNY MELLON ADVISORS, INC.
Number and Street 1: Number and Street 2:
BNY MELLON ADVISORS, INC. 1800 AMERICAN BLVD, STE 300, POD D
City: State: Country: ZIP+4/Postal Code:
PENNINGTON New Jersey United States 08534
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
800-200-3033
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
PORTFOLIO MANAGEMENT AND TRADING INFORMATION.
Name of entity where books and records are kept:
VIRTU FINANCIAL INC.
Number and Street 1: Number and Street 2:
VIRTU FINANCIAL INC. 1633 BROADWAY, 41ST FLOOR
City: State: Country: ZIP+4/Postal Code:
NEW YORK New York United States 10019
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
646-682-6000
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
TRADING AND ANALYTICAL RECORDS.
Name of entity where books and records are kept:
ARCHER IMS
Number and Street 1: Number and Street 2:
ARCHER IMS 801 CASSATT RD, STE 212
City: State: Country: ZIP+4/Postal Code:
BERWYN Pennsylvania United States 19312
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
484-615-6271
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
CLIENT, TRADING AND PORTFOLIO MANAGEMENT RECORDS.
Name of entity where books and records are kept:
THE BANK OF NEW YORK MELLON CORPORATION
Number and Street 1: Number and Street 2:
THE BANK OF NEW YORK MELLON CORPORATION 500 GRANT ST, STE 2835
City: State: Country: ZIP+4/Postal Code:
PITTSBURGH Pennsylvania United States 15258
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
412-236-2222
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
HISTORICAL DOCUMENTATION FOR THE BNY MELLON SELECT PRODUCT.
Name of entity where books and records are kept:
IRON MOUNTAIN INCORPORATED
Number and Street 1: Number and Street 2:
IRON MOUNTAIN INCORPORATED 1 FEDERAL STREET
City: State: Country: ZIP+4/Postal Code:
BOSTON Massachusetts United States 02110
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
800-899-4766
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
GENERAL ARCHIVED CORPORATE RECORDS.
Name of entity where books and records are kept:
SS&C TECHNOLOGIES INC.
Number and Street 1: Number and Street 2:
SS&C TECHNOLOGIES INC. 80 LAMBERTON RD
City: State: Country: ZIP+4/Postal Code:
WINDSOR Connecticut United States 06095-0760
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
800-234-0556 860-298-4901
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
PORTFOLIO MANAGEMENT AND TRADING INFORMATION.
Name of entity where books and records are kept:
MBC INVESTMENTS CORPORATION
Number and Street 1: Number and Street 2:
MBC INVESTMENTS CORPORATION 144 GLENN CURTISS BLVD
City: State: Country: ZIP+4/Postal Code:
UNIONDALE New York United States 11556
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
516-338-3370
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
13F & 13G REPORTING RECORDS.
Name of entity where books and records are kept:
INSTITUTIONAL SHAREHOLDER SERVICES INC.
Number and Street 1: Number and Street 2:
INSTITUTIONAL SHAREHOLDER SERVICES INC. 702 KING FARM BOULEVARD, SUITE 300
City: State: Country: ZIP+4/Postal Code:
ROCKVILLE Maryland United States 20850
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
3015560477
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
PROXY MATERIALS.
Name of entity where books and records are kept:
PERSHING LLC
Number and Street 1: Number and Street 2:
PERSHING LLC ONE PERSHING PLAZA
City: State: Country: ZIP+4/Postal Code:
JERSEY CITY New Jersey United States 07399
If this address is a private residence, check this box:
Telephone Number: Facsimile number, if any:
201-413-2741
This is (check one):
one of your branch offices or affiliates.
a third-party unaffiliated recordkeeper.
other.
Briefly describe the books and records kept at this location.
WRAP ACCOUNT CUSTODY RECORDS.
SECTION 1.M. Registration with Foreign Financial Regulatory Authorities
No Information Filed
Item 2 SEC Registration/Reporting
Responses to this Item help us (and you) determine whether you are eligible to register with the SEC. Complete this Item 2.A. only if you are applying for SEC registration or
submitting an annual updating amendment to your SEC registration. If you are filing an umbrella registration, the information in Item 2 should be provided for the filing adviser only.
A. To register (or remain registered) with the SEC, you must check at least one of the Items 2.A.(1) through 2.A.(12), below. If you are submitting an annual updating amendment to
your SEC registration and you are no longer eligible to register with the SEC, check Item 2.A.(13). Part 1A Instruction 2 provides information to help you determine whether you
may affirmatively respond to each of these items.
You (the adviser):
(1) are a large advisory firm that either:
(a) has regulatory assets under management of $100 million (in U.S. dollars) or more; or
(b) has regulatory assets under management of $90 million (in U.S. dollars) or more at the time of filing its most recent annual updating amendment and is registered
with the SEC;
(2) are a mid-sized advisory firm that has regulatory assets under management of $25 million (in U.S. dollars) or more but less than $100 million (in U.S. dollars) and you
are either:
(a) not required to be registered as an adviser with the state securities authority of the state where you maintain your principal office and place of business; or
(b) not subject to examination by the state securities authority of the state where you maintain your principal office and place of business;
Click HERE for a list of states in which an investment adviser, if registered, would not be subject to examination by the state securities authority.
(3) Reserved
(4) have your principal office and place of business outside the United States;
(5) are an investment adviser (or subadviser) to an investment company registered under the Investment Company Act of 1940;
(6) are an investment adviser to a company which has elected to be a business development company pursuant to section 54 of the Investment Company Act of 1940
and has not withdrawn the election, and you have at least $25 million of regulatory assets under management;
(7) are a pension consultant with respect to assets of plans having an aggregate value of at least $200,000,000 that qualifies for the exemption in rule 203A-2(a);
(8) are a related adviser under rule 203A-2(b) that controls, is controlled by, or is under common control with, an investment adviser that is registered with the SEC, and
your principal office and place of business is the same as the registered adviser;
If you check this box, complete Section 2.A.(8) of Schedule D.
(9) are an adviser relying on rule 203A-2(c) because you expect to be eligible for SEC registration within 120 days;
If you check this box, complete Section 2.A.(9) of Schedule D.
(10) are a multi-state adviser that is required to register in 15 or more states and is relying on rule 203A-2(d);
If you check this box, complete Section 2.A.(10) of Schedule D.
(11) are an Internet adviser relying on rule 203A-2(e);
If you check this box, complete Section 2.A.(11) of Schedule D.
(12) have received an SEC order exempting you from the prohibition against registration with the SEC;
If you check this box, complete Section 2.A.(12) of Schedule D.
(13) are no longer eligible to remain registered with the SEC.
State Securities Authority Notice Filings and State Reporting by Exempt Reporting Advisers
C. Under state laws, SEC-registered advisers may be required to provide to state securities authorities a copy of the Form ADV and any amendments they file with the SEC. These
are called notice filings. In addition, exempt reporting advisers may be required to provide state securities authorities with a copy of reports and any amendments they file with the
SEC. If this is an initial application or report, check the box(es) next to the state(s) that you would like to receive notice of this and all subsequent filings or reports you submit to
the SEC. If this is an amendment to direct your notice filings or reports to additional state(s), check the box(es) next to the state(s) that you would like to receive notice of this
and all subsequent filings or reports you submit to the SEC. If this is an amendment to your registration to stop your notice filings or reports from going to state(s) that currently
receive them, uncheck the box(es) next to those state(s).
Jurisdictions
AL IL NE SC
AK IN NV SD
AZ IA NH TN
AR KS NJ TX
CA KY NM UT
CO LA NY VT
CT ME NC VI
DE MD ND VA
DC MA OH WA
FL MI OK WV
GA MN OR WI
GU MS PA WY
HI MO PR
ID MT RI
If you are amending your registration to stop your notice filings or reports from going to a state that currently receives them and you do not want to pay that state's notice filing or
report filing fee for the coming year, your amendment must be filed before the end of the year (December 31).
SECTION 2.A.(8) Related Adviser
If you are relying on the exemption in rule 203A-2(b) from the prohibition on registration because you control, are controlled by, or are under common control with an investment
adviser that is registered with the SEC and your principal office and place of business is the same as that of the registered adviser, provide the following information:
Name of Registered Investment Adviser
CRD Number of Registered Investment Adviser
SEC Number of Registered Investment Adviser
-
SECTION 2.A.(9) Investment Adviser Expecting to be Eligible for Commission Registration within 120 Days
If you are relying on rule 203A-2(c), the exemption from the prohibition on registration available to an adviser that expects to be eligible for SEC registration within 120 days, you are
required to make certain representations about your eligibility for SEC registration. By checking the appropriate boxes, you will be deemed to have made the required
representations. You must make both of these representations:
I am not registered or required to be registered with the SEC or a state securities authority and I have a reasonable expectation that I will be eligible to register with the SEC
within 120 days after the date my registration with the SEC becomes effective.
I undertake to withdraw from SEC registration if, on the 120th day after my registration with the SEC becomes effective, I would be prohibited by Section 203A(a) of the Advisers
Act from registering with the SEC.
SECTION 2.A.(10) Multi-State Adviser
If you are relying on rule 203A-2(d), the multi-state adviser exemption from the prohibition on registration, you are required to make certain representations about your eligibility for
SEC registration. By checking the appropriate boxes, you will be deemed to have made the required representations.
If you are applying for registration as an investment adviser with the SEC, you must make both of these representations:
I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of 15 or more states to register as an investment adviser with the state
securities authorities in those states.
I undertake to withdraw from SEC registration if I file an amendment to this registration indicating that I would be required by the laws of fewer than 15 states to register as an
investment adviser with the state securities authorities of those states.
If you are submitting your annual updating amendment, you must make this representation:
Within 90 days prior to the date of filing this amendment, I have reviewed the applicable state and federal laws and have concluded that I am required by the laws of at least 15
states to register as an investment adviser with the state securities authorities in those states.
SECTION 2.A.(11) Internet Adviser
If you are relying on rule 203A-2(e), the Internet adviser exemption from the prohibition on registration, you are required to make a representation about your eligibility for SEC
registration. By checking the appropriate box, you will be deemed to have made the required representation.
If you are applying for registration as an investment adviser with the SEC or changing your existing Item 2 response regarding your eligibility for SEC registration, you must make this
representation:
I will provide investment advice on an ongoing basis to more than one client exclusively through an operational interactive website.
If you are filing an annual updating amendment to your existing registration and are continuing to rely on the Internet adviser exemption for SEC registration, you must make this
representation:
I have provided and will continue to provide investment advice on an ongoing basis to more than one client exclusively through an operational interactive website.
SECTION 2.A.(12) SEC Exemptive Order
If you are relying upon an SEC order exempting you from the prohibition on registration, provide the following information:
Application Number:
803-
Date of order:
Item 3 Form of Organization
If you are filing an umbrella registration, the information in Item 3 should be provided for the filing adviser only.
A. How are you organized?
Corporation
Sole Proprietorship
Limited Liability Partnership (LLP)
Partnership
Limited Liability Company (LLC)
Limited Partnership (LP)
Other (specify):
If you are changing your response to this Item, see Part 1A Instruction 4.
B. In what month does your fiscal year end each year?
DECEMBER
C. Under the laws of what state or country are you organized?
State Country
New York United States
If you are a partnership, provide the name of the state or country under whose laws your partnership was formed. If you are a sole proprietor, provide the name of the state or country
where you reside.
If you are changing your response to this Item, see Part 1A Instruction 4.
Item 4 Successions
Yes No
A. Are you, at the time of this filing, succeeding to the business of a registered investment adviser, including, for example, a change of your structure or legal status (e.g.,
form of organization or state of incorporation)?
If "yes", complete Item 4.B. and Section 4 of Schedule D.
B. Date of Succession: (MM/DD/YYYY)
If you have already reported this succession on a previous Form ADV filing, do not report the succession again. Instead, check "No." See Part 1A Instruction 4.
SECTION 4 Successions
No Information Filed
Item 5 Information About Your Advisory Business - Employees, Clients, and Compensation
Responses to this Item help us understand your business, assist us in preparing for on-site examinations, and provide us with data we use when making regulatory policy. Part 1A
Instruction 5.a. provides additional guidance to newly formed advisers for completing this Item 5.
Employees
If you are organized as a sole proprietorship, include yourself as an employee in your responses to Item 5.A. and Items 5.B.(1), (2), (3), (4), and (5). If an employee performs more than one
function, you should count that employee in each of your responses to Items 5.B.(1), (2), (3), (4), and (5).
A. Approximately how many employees do you have? Include full- and part-time employees but do not include any clerical workers.
253
B. (1) Approximately how many of the employees reported in 5.A. perform investment advisory functions (including research)?
91
(2) Approximately how many of the employees reported in 5.A. are registered representatives of a broker-dealer?
162
(3) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives?
200
(4) Approximately how many of the employees reported in 5.A. are registered with one or more state securities authorities as investment adviser representatives for an
investment adviser other than you?
0
(5) Approximately how many of the employees reported in 5.A. are licensed agents of an insurance company or agency?
14
(6) Approximately how many firms or other persons solicit advisory clients on your behalf?
1
In your response to Item 5.B.(6), do not count any of your employees and count a firm only once – do not count each of the firm's employees that solicit on your behalf.
Clients
In your responses to Items 5.C. and 5.D. do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.
C. (1) To approximately how many clients for whom you do not have regulatory assets under management did you provide investment advisory services during your most recently
completed fiscal year?
0
(2) Approximately what percentage of your clients are non-United States persons?
0%
D. For purposes of this Item 5.D., the category "individuals" includes trusts, estates, and 401(k) plans and IRAs of individuals and their family members, but does not include businesses
organized as sole proprietorships.
The category "business development companies" consists of companies that have made an election pursuant to section 54 of the Investment Company Act of 1940. Unless you provide
advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act of 1940, do not answer (1)(d) or (3)(d) below.
Indicate the approximate number of your clients and amount of your total regulatory assets under management (reported in Item 5.F. below) attributable to each of the following
type of client. If you have fewer than 5 clients in a particular category (other than (d), (e), and (f)) you may check Item 5.D.(2) rather than respond to Item 5.D.(1).
The aggregate amount of regulatory assets under management reported in Item 5.D.(3) should equal the total amount of regulatory assets under management reported in Item
5.F.(2)(c) below.
If a client fits into more than one category, select one category that most accurately represents the client to avoid double counting clients and assets. If you advise a registered
investment company, business development company, or pooled investment vehicle, report those assets in categories (d), (e), and (f) as applicable.
(1) Number of (2) Fewer than 5 (3) Amount of Regulatory Assets under
Type of Client Client(s) Clients Management
(a) Individuals (other than high net worth individuals) 2997 $ 856,258,192
(b) High net worth individuals 228 $ 420,182,234
(c) Banking or thrift institutions 0 $0
(d) Investment companies 0 $0
(e) Business development companies 0 $0
(f) Pooled investment vehicles (other than investment companies and business 0 $0
development companies)
(g) Pension and profit sharing plans (but not the plan participants or government 30 $ 18,108,974
pension plans)
(h) Charitable organizations 22 $ 31,061,216
(i) State or municipal government entities (including government pension plans) 0 $0
(j) Other investment advisers 0 $0
(k) Insurance companies 0 $0
(l) Sovereign wealth funds and foreign official institutions 0 $0
(m) Corporations or other businesses not listed above 441 $ 264,466,422
(n) Other: MODEL-ONLY WRAP PROGRAM SPONSORS 16 $ 6,858,599,639
Compensation Arrangements
E. You are compensated for your investment advisory services by (check all that apply):
(1) A percentage of assets under your management
(2) Hourly charges
(3) Subscription fees (for a newsletter or periodical)
(4) Fixed fees (other than subscription fees)
(5) Commissions
(6) Performance-based fees
(7) Other (specify):
Item 5 Information About Your Advisory Business - Regulatory Assets Under Management
Regulatory Assets Under Management
Yes No
F. (1) Do you provide continuous and regular supervisory or management services to securities portfolios?
(2) If yes, what is the amount of your regulatory assets under management and total number of accounts?
U.S. Dollar Amount Total Number of Accounts
Discretionary: (a) $ 703,050,630 (d) 1,422
Non-Discretionary: (b) $ 7,745,626,047 (e) 2,310
Total: (c) $ 8,448,676,677 (f) 3,732
Part 1A Instruction 5.b. explains how to calculate your regulatory assets under management. You must follow these instructions carefully when completing this Item.
(3) What is the approximate amount of your total regulatory assets under management (reported in Item 5.F.(2)(c) above) attributable to clients who are non-United States
persons?
$ 1,227,418
Item 5 Information About Your Advisory Business - Advisory Activities
Advisory Activities
G. What type(s) of advisory services do you provide? Check all that apply.
(1) Financial planning services
(2) Portfolio management for individuals and/or small businesses
(3) Portfolio management for investment companies (as well as "business development companies" that have made an election pursuant to section 54 of the Investment
Company Act of 1940)
(4) Portfolio management for pooled investment vehicles (other than investment companies)
(5) Portfolio management for businesses (other than small businesses) or institutional clients (other than registered investment companies and other pooled investment
vehicles)
(6) Pension consulting services
(7) Selection of other advisers (including private fund managers)
(8) Publication of periodicals or newsletters
(9) Security ratings or pricing services
(10) Market timing services
(11) Educational seminars/workshops
(12) Other(specify): BNYMSC SPONSORS A WRAP FEE PROGRAM, AND SERVES AS A PORTFOLIO MGR OR MODEL PROVIDER TO THIRD PARTY WRAP PROGRAM SPONSORS.
Do not check Item 5.G.(3) unless you provide advisory services pursuant to an investment advisory contract to an investment company registered under the Investment Company Act
of 1940, including as a subadviser. If you check Item 5.G.(3), report the 811 or 814 number of the investment company or investment companies to which you provide advice in Section
5.G.(3) of Schedule D.
H. If you provide financial planning services, to how many clients did you provide these services during your last fiscal year?
0
1 - 10
11 - 25
26 - 50
51 - 100
101 - 250
251 - 500
More than 500
If more than 500, how many?
(round to the nearest 500)
In your responses to this Item 5.H., do not include as "clients" the investors in a private fund you advise, unless you have a separate advisory relationship with those investors.
Yes No
I. (1) Do you participate in a wrap fee program?
(2) If you participate in a wrap fee program, what is the amount of your regulatory assets under management attributable to acting as:
(a) sponsor to a wrap fee program
$ 1,233,265,109
(b) portfolio manager for a wrap fee program?
$ 7,213,678,554
(c) sponsor to and portfolio manager for the same wrap fee program?
$ 1,733,014
If you report an amount in Item 5.I.(2)(c), do not report that amount in Item 5.I.(2)(a) or Item 5.I.(2)(b).
If you are a portfolio manager for a wrap fee program, list the names of the programs, their sponsors and related information in Section 5.I.(2) of Schedule D.
If your involvement in a wrap fee program is limited to recommending wrap fee programs to your clients, or you advise a mutual fund that is offered through a wrap fee program, do not
check Item 5.I.(1) or enter any amounts in response to Item 5.I.(2).
Yes No
J. (1) In response to Item 4.B. of Part 2A of Form ADV, do you indicate that you provide investment advice only with respect to limited types of investments?
(2) Do you report client assets in Item 4.E. of Part 2A that are computed using a different method than the method used to compute your regulatory assets under
management?
K. Separately Managed Account Clients
Yes No
(1) Do you have regulatory assets under management attributable to clients other than those listed in Item 5.D.(3)(d)-(f) (separately managed account clients)?
If yes, complete Section 5.K.(1) of Schedule D.
(2) Do you engage in borrowing transactions on behalf of any of the separately managed account clients that you advise?
If yes, complete Section 5.K.(2) of Schedule D.
(3) Do you engage in derivative transactions on behalf of any of the separately managed account clients that you advise?
If yes, complete Section 5.K.(2) of Schedule D.
(4) After subtracting the amounts in Item 5.D.(3)(d)-(f) above from your total regulatory assets under management, does any custodian hold ten percent or more of
this remaining amount of regulatory assets under management?
If yes, complete Section 5.K.(3) of Schedule D for each custodian.
L. Marketing Activities
Yes No
(1) Do any of your advertisements include:
(a) Performance results?
(b) A reference to specific investment advice provided by you (as that phrase is used in rule 206(4)-1(a)(5))?
(c) Testimonials (other than those that satisfy rule 206(4)-1(b)(4)(ii))?
(d) Endorsements (other than those that satisfy rule 206(4)-1(b)(4)(ii))?
(e) Third-party ratings?
(2) If you answer "yes" to L(1)(c), (d), or (e) above, do you pay or otherwise provide cash or non-cash compensation, directly or indirectly, in connection with the use of
testimonials, endorsements, or third-party ratings?
(3) Do any of your advertisements include hypothetical performance ?
(4) Do any of your advertisements include predecessor performance ?
SECTION 5.G.(3) Advisers to Registered Investment Companies and Business Development Companies
No Information Filed
SECTION 5.I.(2) Wrap Fee Programs
If you are a portfolio manager for one or more wrap fee programs, list the name of each program and its sponsor. You must complete a separate Schedule D Section 5.I.(2) for each
wrap fee program for which you are a portfolio manager.
Name of Wrap Fee Program
ACCESS
Name of Sponsor
UBS FINANCIAL SERVICES INC.
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 7163
Sponsor's CRD Number (if any):
8174
Name of Wrap Fee Program
ADVISOR ALLOCATION PROGRAM
Name of Sponsor
UBS FINANCIAL SERVICES INC.
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 7163
Sponsor's CRD Number (if any):
8174
Name of Wrap Fee Program
BNY MELLON MANAGED ASSET PROGRAM
Name of Sponsor
BNY MELLON SECURITIES CORPORATION
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 54739
Sponsor's CRD Number (if any):
231
Name of Wrap Fee Program
CONSULTING AND EVALUATION SERVICES PROGRAM
Name of Sponsor
MORGAN STANLEY
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 70103
Sponsor's CRD Number (if any):
149777
Name of Wrap Fee Program
GOLDMAN MANAGER STRATEGIES SEPARATE ACCOUNT PROGRAM
Name of Sponsor
GOLDMAN SACHS & CO. LLC
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 16048
Sponsor's CRD Number (if any):
361
Name of Wrap Fee Program
MANAGER OUTSOURCED CONSULTING SERVICES
Name of Sponsor
ENVESTNET PMC
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 57260
Sponsor's CRD Number (if any):
111694
Name of Wrap Fee Program
MWP/MSMD UMA
Name of Sponsor
LPL FINANCIAL LLC
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 10970
Sponsor's CRD Number (if any):
6413
Name of Wrap Fee Program
PNC BANK PROGRAM
Name of Sponsor
PNC BANK, NATIONAL ASSOCIATION
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
-
Sponsor's CRD Number (if any):
Name of Wrap Fee Program
RPOA WRAP-FEE PROGRAM
Name of Sponsor
RETIREMENT PLANNERS OF AMERICA
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 72262
Sponsor's CRD Number (if any):
157222
Name of Wrap Fee Program
SELECT UMA
Name of Sponsor
MORGAN STANLEY
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 70103
Sponsor's CRD Number (if any):
149777
Name of Wrap Fee Program
STRATEGIC WEALTH PORTFOLIO
Name of Sponsor
UBS FINANCIAL SERVICES INC.
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 7163
Sponsor's CRD Number (if any):
8174
Name of Wrap Fee Program
THIRD-PARTY FUND STRATEGIST PROGRAM
Name of Sponsor
ENVESTNET PMC
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 57260
Sponsor's CRD Number (if any):
111694
Name of Wrap Fee Program
UMA
Name of Sponsor
INTEGRITY WEALTH SOLUTIONS LLC
Sponsor's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-):
801 - 119760
Sponsor's CRD Number (if any):
284862
SECTION 5.K.(1) Separately Managed Accounts
After subtracting the amounts reported in Item 5.D.(3)(d)-(f) from your total regulatory assets under management, indicate the approximate percentage of this remaining amount
attributable to each of the following categories of assets. If the remaining amount is at least $10 billion in regulatory assets under management, complete Question (a). If the
remaining amount is less than $10 billion in regulatory assets under management, complete Question (b).
Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.
If you are a subadviser to a separately managed account, you should only provide information with respect to the portion of the account that you subadvise.
End of year refers to the date used to calculate your regulatory assets under management for purposes of your annual updating amendment . Mid-year is the date six months before
the end of year date. Each column should add up to 100% and numbers should be rounded to the nearest percent.
Investments in derivatives, registered investment companies, business development companies, and pooled investment vehicles should be reported in those categories. Do not
report those investments based on related or underlying portfolio assets. Cash equivalents include bank deposits, certificates of deposit, bankers' acceptances and similar bank
instruments.
Some assets could be classified into more than one category or require discretion about which category applies. You may use your own internal methodologies and the conventions
of your service providers in determining how to categorize assets, so long as the methodologies or conventions are consistently applied and consistent with information you report
internally and to current and prospective clients. However, you should not double count assets, and your responses must be consistent with any instructions or other guidance
relating to this Section.
(a) Asset Type Mid-year End of year
(i) Exchange-Traded Equity Securities % %
(ii) Non Exchange-Traded Equity Securities % %
(iii) U.S. Government/Agency Bonds % %
(iv) U.S. State and Local Bonds % %
(v) Sovereign Bonds % %
(vi) Investment Grade Corporate Bonds % %
(vii) Non-Investment Grade Corporate Bonds % %
(viii) Derivatives % %
(ix) Securities Issued by Registered Investment Companies or Business Development Companies % %
(x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies) % %
(xi) Cash and Cash Equivalents % %
(xii) Other % %
Generally describe any assets included in "Other"
(b) Asset Type End of year
(i) Exchange-Traded Equity Securities 86 %
(ii) Non Exchange-Traded Equity Securities 0%
(iii) U.S. Government/Agency Bonds 0%
(iv) U.S. State and Local Bonds 3%
(v) Sovereign Bonds 0%
(vi) Investment Grade Corporate Bonds 0%
(vii) Non-Investment Grade Corporate Bonds 0%
(viii) Derivatives 0%
(ix) Securities Issued by Registered Investment Companies or Business Development Companies 11 %
(x) Securities Issued by Pooled Investment Vehicles (other than Registered Investment Companies or Business Development Companies) 0%
(xi) Cash and Cash Equivalents 0%
(xii) Other 0%
Generally describe any assets included in "Other"
SECTION 5.K.(2) Separately Managed Accounts - Use of Borrowingsand Derivatives
No information is required to be reported in this Section 5.K.(2) per the instructions of this Section 5.K.(2)
If your regulatory assets under management attributable to separately managed accounts are at least $10 billion, you should complete Question (a). If your regulatory assets under
management attributable to separately managed accounts are at least $500 million but less than $10 billion, you should complete Question (b).
(a) In the table below, provide the following information regarding the separately managed accounts you advise. If you are a subadviser to a separately managed account, you
should only provide information with respect to the portion of the account that you subadvise. End of year refers to the date used to calculate your regulatory assets under
management for purposes of your annual updating amendment. Mid-year is the date six months before the end of year date.
In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes
of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional
value of all derivatives, by (ii) the regulatory assets under management of the account.
In column 2, provide the dollar amount of borrowings for the accounts included in column 1.
In column 3, provide aggregate gross notional value of derivatives divided by the aggregate regulatory assets under management of the accounts included in column 1 with
respect to each category of derivatives specified in 3(a) through (f).
You may, but are not required to, complete the table with respect to any separately managed account with regulatory assets under management of less than $10,000,000.
Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.
(i) Mid-Year
Gross Notional (1) Regulatory Assets Under (2)
Exposure Management Borrowings (3) Derivative Exposures
(a) Interest Rate (b) Foreign (c) Credit (d) Equity (e) Commodity (f) Other
Derivative Exchange Derivative Derivative Derivative Derivative Derivative
Less than 10% $ $ % % % % % %
10-149% $ $ % % % % % %
150% or more $ $ % % % % % %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the
separately managed accounts that you advise.
(ii) End of Year
Gross Notional (1) Regulatory Assets Under (2)
Exposure Management Borrowings (3) Derivative Exposures
(a) Interest Rate (b) Foreign (c) Credit (d) Equity (e) Commodity (f) Other
Derivative Exchange Derivative Derivative Derivative Derivative Derivative
Less than 10% $ $ % % % % % %
10-149% $ $ % % % % % %
150% or more $ $ % % % % % %
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the
separately managed accounts that you advise.
(b) In the table below, provide the following information regarding the separately managed accounts you advise as of the date used to calculate your regulatory assets under
management for purposes of your annual updating amendment. If you are a subadviser to a separately managed account, you should only provide information with respect to the
portion of the account that you subadvise.
In column 1, indicate the regulatory assets under management attributable to separately managed accounts associated with each level of gross notional exposure. For purposes
of this table, the gross notional exposure of an account is the percentage obtained by dividing (i) the sum of (a) the dollar amount of any borrowings and (b) the gross notional
value of all derivatives, by (ii) the regulatory assets under management of the account.
In column 2, provide the dollar amount of borrowings for the accounts included in column 1.
You may, but are not required to, complete the table with respect to any separately managed accounts with regulatory assets under management of less than $10,000,000.
Any regulatory assets under management reported in Item 5.D.(3)(d), (e), and (f) should not be reported below.
Gross Notional Exposure (1) Regulatory Assets Under Management (2) Borrowings
Less than 10% $ $
10-149% $ $
150% or more $ $
Optional: Use the space below to provide a narrative description of the strategies and/or manner in which borrowings and derivatives are used in the management of the
separately managed accounts that you advise.
SECTION 5.K.(3) Custodians for Separately Managed Accounts
Complete a separate Schedule D Section 5.K.(3) for each custodian that holds ten percent or more of your aggregate separately managed account regulatory assets under
management.
(a) Legal name of custodian:
PERSHING LLC
(b) Primary business name of custodian:
PERSHING LLC
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :
City: State: Country:
JERSEY CITY New Jersey United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any)
8 - 17574
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?
$ 5,412,885,508
(a) Legal name of custodian:
MORGAN STANLEY SMITH BARNEY LLC
(b) Primary business name of custodian:
MORGAN STANLEY
(c) The location(s) of the custodian's office(s) responsible for custody of the assets :
City: State: Country:
PURCHASE New York United States
Yes No
(d) Is the custodian a related person of your firm?
(e) If the custodian is a broker-dealer, provide its SEC registration number (if any)
8 - 68191
(f) If the custodian is not a broker-dealer, or is a broker-dealer but does not have an SEC registration number, provide its legal entity identifier (if any)
(g) What amount of your regulatory assets under management attributable to separately managed accounts is held at the custodian?
$ 1,809,059,441
Item 6 Other Business Activities
In this Item, we request information about your firm's other business activities.
A. You are actively engaged in business as a (check all that apply):
(1) broker-dealer (registered or unregistered)
(2) registered representative of a broker-dealer
(3) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(4) futures commission merchant
(5) real estate broker, dealer, or agent
(6) insurance broker or agent
(7) bank (including a separately identifiable department or division of a bank)
(8) trust company
(9) registered municipal advisor
(10) registered security-based swap dealer
(11) major security-based swap participant
(12) accountant or accounting firm
(13) lawyer or law firm
(14) other financial product salesperson (specify):
If you engage in other business using a name that is different from the names reported in Items 1.A. or 1.B.(1), complete Section 6.A. of Schedule D.
Yes No
B. (1) Are you actively engaged in any other business not listed in Item 6.A. (other than giving investment advice)?
(2) If yes, is this other business your primary business?
If "yes," describe this other business on Section 6.B.(2) of Schedule D, and if you engage in this business under a different name, provide that name.
Yes No
(3) Do you sell products or provide services other than investment advice to your advisory clients?
If "yes," describe this other business on Section 6.B.(3) of Schedule D, and if you engage in this business under a different name, provide that name.
SECTION 6.A. Names of Your Other Businesses
No Information Filed
SECTION 6.B.(2) Description of Primary Business
Describe your primary business (not your investment advisory business):
If you engage in that business under a different name, provide that name:
SECTION 6.B.(3) Description of Other Products and Services
Describe other products or services you sell to your client. You may omit products and services that you listed in Section 6.B.(2) above.
BNYSC OFFERS SECURITIES AND INSURANCE PRODUCTS TO ITS CLIENTS WHO MAY ALSO BE ADVISORY CLIENTS, AND MAY WHOLESALE MUTUAL FUNDS TO FIRMS THAT ALSO SPONSOR
WRAP FEE PROGRAMS FOR WHICH BNYSC PROVIDES INVESTMENT MANAGEMENT OR ADMINISTRATIVE SERVICES.
If you engage in that business under a different name, provide that name:
BNY ADVISOR SERVICES, BNY BROKERAGE SERVICES, BNY RETAIL SERVICES, BNY INSTITITIONAL SERVICES
Item 7 Financial Industry Affiliations
In this Item, we request information about your financial industry affiliations and activities. This information identifies areas in which conflicts of interest may occur between you and
your clients.
A. This part of Item 7 requires you to provide information about you and your related persons, including foreign affiliates. Your related persons are all of your advisory affiliates and any
person that is under common control with you.
You have a related person that is a (check all that apply):
(1) broker-dealer, municipal securities dealer, or government securities broker or dealer (registered or unregistered)
(2) other investment adviser (including financial planners)
(3) registered municipal advisor
(4) registered security-based swap dealer
(5) major security-based swap participant
(6) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(7) futures commission merchant
(8) banking or thrift institution
(9) trust company
(10) accountant or accounting firm
(11) lawyer or law firm
(12) insurance company or agency
(13) pension consultant
(14) real estate broker or dealer
(15) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(16) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Note that Item 7.A. should not be used to disclose that some of your employees perform investment advisory functions or are registered representatives of a broker-dealer. The number
of your firm's employees who perform investment advisory functions should be disclosed under Item 5.B.(1). The number of your firm's employees who are registered representatives of
a broker-dealer should be disclosed under Item 5.B.(2).
Note that if you are filing an umbrella registration, you should not check Item 7.A.(2) with respect to your relying advisers, and you do not have to complete Section 7.A. in Schedule D
for your relying advisers. You should complete a Schedule R for each relying adviser.
For each related person, including foreign affiliates that may not be registered or required to be registered in the United States, complete Section 7.A. of Schedule D.
You do not need to complete Section 7.A. of Schedule D for any related person if: (1) you have no business dealings with the related person in connection with advisory services you
provide to your clients; (2) you do not conduct shared operations with the related person; (3) you do not refer clients or business to the related person, and the related person does not
refer prospective clients or business to you; (4) you do not share supervised persons or premises with the related person; and (5) you have no reason to believe that your relationship
with the related person otherwise creates a conflict of interest with your clients.
You must complete Section 7.A. of Schedule D for each related person acting as qualified custodian in connection with advisory services you provide to your clients (other than any
mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)), regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the
Advisers Act.
SECTION 7.A. Financial Industry Affiliations
Complete a separate Schedule D Section 7.A. for each related person listed in Item 7.A.
1. Legal Name of Related Person:
BNY MELLON INVESTMENT MANAGEMENT SINGAPORE PTE. LIMITED
2. Primary Business Name of Related Person:
BNY MELLON INVESTMENT MANAGEMENT SINGAPORE PTE. LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON US ENTITY WITH AN UNIBANCO ARRANGEMENT WITH A US AFFILIATE, NEWTON NORTH AMERICA
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Ireland - Central Bank of Ireland
Singapore - Monetary Authority of Singapore
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
MELLON INVESTMENTS CORPORATION
2. Primary Business Name of Related Person:
MELLON INVESTMENTS CORPORATION
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 19785
or
Other
4. Related Person's
(a) CRD Number (if any):
105764
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Canada - Alberta Securities Commission
Canada - British Columbia Securities Commission
Canada - Ontario Securities Commission
Canada - Quebec, Financial Markets Authority
Other - JAPAN - KANTO LOCAL FINANCIAL BUREAU
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
PERSHING SECURITIES SINAPORE PRIVATE LIMITED
2. Primary Business Name of Related Person:
PERSHING SECURITIES SINAPORE PRIVATE LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Singapore - Monetary Authority of Singapore
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
PERSHING (CHANNEL ISLANDS) LIMITED
2. Primary Business Name of Related Person:
PERSHING (CHANNEL ISLANDS) LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Jersey - Jersey Financial Services Commission
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON FUND MANAGEMENT (LUXEMBOURG) S.A.
2. Primary Business Name of Related Person:
BNY MELLON FUND MANAGEMENT (LUXEMBOURG) S.A.
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
802 - 124783
or
Other
4. Related Person's
(a) CRD Number (if any):
283267
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
EXEMPT REPORTING ADVISER
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Luxembourg, Grand Duchy of - Commission to Surveillance of the Finance Sector
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
INSIGHT INVESTMENT INTERNATIONAL LIMITED
2. Primary Business Name of Related Person:
INSIGHT INVESTMENT
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 38908
or
Other
4. Related Person's
(a) CRD Number (if any):
107095
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Canada - Alberta Securities Commission
Canada - British Columbia Securities Commission
Canada - Manitoba Securities Commission
Canada - Nova Scotia Securities Commission
Canada - Ontario Securities Commission
Canada - Saskatchewan Financial Services Commission
Japan - Financial Services Agency
Other - CANADA (PLUS OTHER PROVINCES)
United Kingdom - Financial Conduct Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON INVESTMENT MANAGEMENT JAPAN LIMITED
2. Primary Business Name of Related Person:
BNY MELLON INVESTMENT MANAGEMENT JAPAN LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 79022
or
Other
4. Related Person's
(a) CRD Number (if any):
169829
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON-US ENTITY WITH NO US BUSINESS
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Japan - Financial Services Agency
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON SERVICOS FINANCEIROS DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS (DTVM) SA
2. Primary Business Name of Related Person:
BNY MELLON SERVICOS FINANCEIROS DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS (DTVM) SA
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON US ENTITY WITH NO US BUSINESS
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Brazil - Securities and Exchange Commission
Other - BRAZIL - BRAZILIAN CENTRAL BANK
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
THE BANK OF NEW YORK MELLON
2. Primary Business Name of Related Person:
THE BANK OF NEW YORK MELLON
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
BANK EXCLUSION SECTION 202 (A) (11) (A)
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
United Kingdom - Financial Conduct Authority
United Kingdom - Prudential Regulation Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
WALTER SCOTT & PARTNERS LIMITED
2. Primary Business Name of Related Person:
WALTER SCOTT & PARTNERS LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 19420
or
Other
4. Related Person's
(a) CRD Number (if any):
112161
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Australia - Australian Securities and Investments Commission
Canada - Alberta Securities Commission
Canada - British Columbia Securities Commission
Canada - Manitoba Securities Commission
Canada - New Brunswick Securities Commission
Canada - Newfoundland and Labrador, Financial Services Regulation Division
Canada - Nova Scotia Securities Commission
Canada - Ontario Securities Commission
Canada - Prince Edward Island, Securities Office
Canada - Quebec, Financial Markets Authority
Canada - Saskatchewan Financial Services Commission
Japan - Financial Services Agency
South Africa - Financial Services Board
United Kingdom - Financial Conduct Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON INTERNATIONAL MANAGEMENT LIMITED
2. Primary Business Name of Related Person:
BNY MELLON INTERNATIONAL MANAGEMENT LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON US ENTITY WITH NO US BUSINESS
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Cayman Islands - Cayman Islands Monetary Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
PERSHING SECURITIES LIMITED
2. Primary Business Name of Related Person:
PERSHING SECURITIES LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
United Kingdom - Financial Conduct Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
MELLON HEDGE ADVISORS, LLC
2. Primary Business Name of Related Person:
MELLON HEDGE ADVISORS
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 63750
or
Other
4. Related Person's
(a) CRD Number (if any):
133402
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
THE BANK OF NEW YORK MELLON SECURITIES COMPANY JAPAN LIMITED
2. Primary Business Name of Related Person:
THE BANK OF NEW YORK MELLON SECURITIES COMPANY JAPAN LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Japan - Financial Services Agency
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
NEWTON INVESTMENT MANAGEMENT LTD
2. Primary Business Name of Related Person:
NEWTON INVESTMENT MANAGEMENT LTD
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 42114
or
Other
4. Related Person's
(a) CRD Number (if any):
111208
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
United Kingdom - Financial Conduct Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
PERSHING LLC
2. Primary Business Name of Related Person:
PERSHING LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
8 - 17574
or
Other
4. Related Person's
(a) CRD Number (if any):
7560
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
ONE PERSHING PLAZA
City: State: Country: ZIP+4/Postal Code:
JERSEY CITY New Jersey United States 07399
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON FUND MANAGERS LIMITED
2. Primary Business Name of Related Person:
MFM
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON US ENTITY WITH NO US BUSINESS
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
United Kingdom - Financial Conduct Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
CIBC MELLON GLOBAL SECURITIES SERVICES COMPANY
2. Primary Business Name of Related Person:
CIBC MELLON GLOBAL SECURITIES SERVICES COMPANY
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
INSIGHT INVESTMENT FUNDS MANAGEMENT LIMITED
2. Primary Business Name of Related Person:
INSIGHT INVESTMENT FUNDS MANAGEMENT LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON US ENTITY WITH NO US BUSINESS
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
United Kingdom - Financial Conduct Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON INVESTMENT SERVICING TRUST COMPANY
2. Primary Business Name of Related Person:
BNY MELLON INVESTMENT SERVICING TRUST COMPANY
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON INVESTMENT MANAGEMENT EMEA LIMITED
2. Primary Business Name of Related Person:
IM EMEA
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON US ENTITY WITH NO US BUSINESS
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
United Kingdom - Financial Conduct Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON NATIONAL ASSOCIATION
2. Primary Business Name of Related Person:
BNY MELLON NATIONAL ASSOCIATION
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
BANK EXCLUSION SECTION 202 (A) (11) (A)
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON INVESTMENT MANAGEMENT HONG KONG LIMITED
2. Primary Business Name of Related Person:
BNY MELLON INVESTMENT MANAGEMENT HONG KONG LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 79020
or
Other
4. Related Person's
(a) CRD Number (if any):
169689
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Hong Kong - Securities and Futures Commission
South Korea - Financial Supervisory Commission / Financial Supervisory Service
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
INSIGHT INVESTMENT AUSTRALIA PTY LIMITED
2. Primary Business Name of Related Person:
INSIGHT INVESTMENT AUSTRALIA PTY LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON US ENTITY WITH NO US BUSINESS
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Australia - Australian Securities and Investments Commission
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
ARX INVESTIMENTOS LTDA
2. Primary Business Name of Related Person:
ARX INVESTIMENTOS LTDA
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 69636
or
Other
4. Related Person's
(a) CRD Number (if any):
148403
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON US ENTITY WITH NO US BUSINESS
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Brazil - Securities and Exchange Commission
Ireland - Central Bank of Ireland
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
2. Primary Business Name of Related Person:
THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
PERSHING LIMITED
2. Primary Business Name of Related Person:
PERSHING LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
United Kingdom - Financial Conduct Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
NEWTON INVESTMENT MANAGEMENT NORTH AMERICA LLC
2. Primary Business Name of Related Person:
NEWTON INVESTMENT MANAGEMENT NORTH AMERICA
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 120501
or
Other
4. Related Person's
(a) CRD Number (if any):
312937
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON ETF INVESTMENT ADVISER, LLC
2. Primary Business Name of Related Person:
BNY MELLON ETF INVESTMENT ADVISER, LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 117653
or
Other
4. Related Person's
(a) CRD Number (if any):
306148
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
PERSHING SECURITIES INTERNATIONAL LIMITED
2. Primary Business Name of Related Person:
PERSHING SECURITIES INTERNATIONAL LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Ireland - Central Bank of Ireland
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
THE BANK OF NEW YORK MELLON (INTERNATIONAL) LIMITED
2. Primary Business Name of Related Person:
THE BANK OF NEW YORK MELLON (INTERNATIONAL) LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Luxembourg, Grand Duchy of - Commission to Surveillance of the Finance Sector
Other - LUXEMBOURG, GRAND DUCHY OF - CENTRAL BANK OF LUXENBOURG
United Kingdom - Financial Conduct Authority
United Kingdom - Prudential Regulation Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON CAPITAL MARKETS, LLC
2. Primary Business Name of Related Person:
BNY MELLON CAPITAL MARKETS, LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
8 - 35255
or
Other
4. Related Person's
(a) CRD Number (if any):
17454
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON INVESTMENT ADVISER, INC.
2. Primary Business Name of Related Person:
BNY MELLON INVESTMENT ADVISER, INC.
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 8147
or
Other
4. Related Person's
(a) CRD Number (if any):
105642
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
India - Securities and Exchange Board of India
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
THE BANK OF NEW YORK MELLON SA/NV
2. Primary Business Name of Related Person:
THE BANK OF NEW YORK MELLON SA/NV
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Other - BELGIUM - NATIONAL BANK OF BELGIUM
Other - EUROPE - EUROPEAN CENTRAL BANK
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON TRUST COMPANY OF ILLINOIS
2. Primary Business Name of Related Person:
BNY MELLON TRUST COMPANY OF ILLINOIS
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
THE BANK OF NEW YORK MELLON, SA, INSTITUCION DE BANCA MULTIPLE
2. Primary Business Name of Related Person:
THE BANK OF NEW YORK MELLON, SA, INSTITUCION DE BANCA MULTIPLE
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON US ENTITY WITH NO US CLIENTS
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Mexico - National Commission for Banking and Securities
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
INSIGHT INVESTMENT MANAGEMENT (GLOBAL) LIMITED
2. Primary Business Name of Related Person:
INSIGHT INVESTMENT MANAGEMENT (GLOBAL) LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
EXEMPTION 203 (M)
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Other - CANADA - OSC
United Kingdom - Financial Conduct Authority
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
CIBC MELLON TRUST COMPANY
2. Primary Business Name of Related Person:
CIBC MELLON TRUST COMPANY
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON ASSET MANAGEMENT CANADA LTD.
2. Primary Business Name of Related Person:
BNY MELLON ASSET MANAGEMENT CANADA LTD.
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON US ENTITY WITH NO US BUSINESS
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Canada - Alberta Securities Commission
Canada - British Columbia Securities Commission
Canada - Manitoba Securities Commission
Canada - New Brunswick Securities Commission
Canada - Newfoundland and Labrador, Financial Services Regulation Division
Canada - Northwest Territories, Office of the Registrar of Securities
Canada - Nova Scotia Securities Commission
Canada - Nunavut, Registrar of Securities
Canada - Ontario Securities Commission
Canada - Prince Edward Island, Securities Office
Canada - Quebec, Financial Markets Authority
Canada - Saskatchewan Financial Services Commission
Canada - Yukon Territories, Registrar of Securities
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
INSIGHT INVESTMENT MANAGEMENT EUROPE LIMITED
2. Primary Business Name of Related Person:
INSIGHT INVESTMENT MANAGEMENT EUROPE LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Ireland - Central Bank of Ireland
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
PERSHING SECURITIES CANADA LIMITED
2. Primary Business Name of Related Person:
PERSHING SECURITIES CANADA
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Other - CANADA - INVESTMENT INDUSTRY REGULATORY ORGANIZATION OF CANADA
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON BANCO S.A.
2. Primary Business Name of Related Person:
BNY MELLON BANCO S.A.
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Other - BRAZILIAN CENTRAL BANK (BRAZIL)
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON ADVISORS, INC.
2. Primary Business Name of Related Person:
BNY MELLON ADVISORS, INC.
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 52378
or
Other
4. Related Person's
(a) CRD Number (if any):
106108
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Singapore - Monetary Authority of Singapore
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
PERSHING ADVISOR SOLUTIONS LLC
2. Primary Business Name of Related Person:
PERSHING ADVISOR SOLUTIONS LLC
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
8 - 47425
or
Other
4. Related Person's
(a) CRD Number (if any):
36671
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON TRUST OF DELAWARE
2. Primary Business Name of Related Person:
BNY MELLON TRUST OF DELAWARE
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
BANK EXCLUSION SECTION 202 (A) (11) (A)
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
BNY MELLON IM KOREA LIMITED
2. Primary Business Name of Related Person:
BNY MELLON IM KOREA LIMITED
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
-
or
Other
4. Related Person's
(a) CRD Number (if any):
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
NON US ENTITY WITH NO US BUSINESS
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
Name of Country/English Name of Foreign Financial Regulatory Authority
Other - KOREA - FINANCIAL SERVICES COMMISSION
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
1. Legal Name of Related Person:
INSIGHT NORTH AMERICA LLC
2. Primary Business Name of Related Person:
INSIGHT INVESTMENT
3. Related Person's SEC File Number (if any) (e.g., 801-, 8-, 866-, 802-)
801 - 69964
or
Other
4. Related Person's
(a) CRD Number (if any):
145995
(b) CIK Number(s) (if any):
No Information Filed
5. Related Person is: (check all that apply)
(a) broker-dealer, municipal securities dealer, or government securities broker or dealer
(b) other investment adviser (including financial planners)
(c) registered municipal advisor
(d) registered security-based swap dealer
(e) major security-based swap participant
(f) commodity pool operator or commodity trading advisor (whether registered or exempt from registration)
(g) futures commission merchant
(h) banking or thrift institution
(i) trust company
(j) accountant or accounting firm
(k) lawyer or law firm
(l) insurance company or agency
(m) pension consultant
(n) real estate broker or dealer
(o) sponsor or syndicator of limited partnerships (or equivalent), excluding pooled investment vehicles
(p) sponsor, general partner, managing member (or equivalent) of pooled investment vehicles
Yes No
6. Do you control or are you controlled by the related person?
7. Are you and the related person under common control?
8. (a) Does the related person act as a qualified custodian for your clients in connection with advisory services you provide to clients?
(b) If you are registering or registered with the SEC and you have answered "yes," to question 8.(a) above, have you overcome the presumption that you are not
operationally independent (pursuant to rule 206(4)-2(d)(5)) from the related person and thus are not required to obtain a surprise examination for your clients' funds
or securities that are maintained at the related person?
(c) If you have answered "yes" to question 8.(a) above, provide the location of the related person's office responsible for custody of your clients' assets:
Number and Street 1: Number and Street 2:
City: State: Country: ZIP+4/Postal Code:
If this address is a private residence, check this box:
Yes No
9. (a) If the related person is an investment adviser, is it exempt from registration?
(b) If the answer is yes, under what exemption?
10. (a) Is the related person registered with a foreign financial regulatory authority ?
(b) If the answer is yes, list the name and country, in English of each foreign financial regulatory authority with which the related person is registered.
No Information Filed
11. Do you and the related person share any supervised persons?
12. Do you and the related person share the same physical location?
Item 7 Private Fund Reporting
Yes No
B. Are you an adviser to any private fund?
If "yes," then for each private fund that you advise, you must complete a Section 7.B.(1) of Schedule D, except in certain circumstances described in the next sentence and in Instruction 6
of the Instructions to Part 1A. If you are registered or applying for registration with the SEC or reporting as an SEC exempt reporting adviser, and another SEC-registered adviser or SEC
exempt reporting adviser reports this information with respect to any such private fund in Section 7.B.(1) of Schedule D of its Form ADV (e.g., if you are a subadviser), do not complete
Section 7.B.(1) of Schedule D with respect to that private fund. You must, instead, complete Section 7.B.(2) of Schedule D.
In either case, if you seek to preserve the anonymity of a private fund client by maintaining its identity in your books and records in numerical or alphabetical code, or similar designation,
pursuant to rule 204-2(d), you may identify the private fund in Section 7.B.(1) or 7.B.(2) of Schedule D using the same code or designation in place of the fund's name.
SECTION 7.B.(1) Private Fund Reporting
No Information Filed
SECTION 7.B.(2) Private Fund Reporting
No Information Filed
Item 8 Participation or Interest in Client Transactions
In this Item, we request information about your participation and interest in your clients' transactions. This information identifies additional areas in which conflicts of interest may
occur between you and your clients. Newly-formed advisers should base responses to these questions on the types of participation and interest that you expect to engage in during
the next year.
Like Item 7, Item 8 requires you to provide information about you and your related persons, including foreign affiliates.
Proprietary Interest in Client Transactions
A. Do you or any related person: Yes No
(1) buy securities for yourself from advisory clients, or sell securities you own to advisory clients (principal transactions)?
(2) buy or sell for yourself securities (other than shares of mutual funds) that you also recommend to advisory clients?
(3) recommend securities (or other investment products) to advisory clients in which you or any related person has some other proprietary (ownership) interest (other
than those mentioned in Items 8.A.(1) or (2))?
Sales Interest in Client Transactions
B. Do you or any related person: Yes No
(1) as a broker-dealer or registered representative of a broker-dealer, execute securities trades for brokerage customers in which advisory client securities are sold to
or bought from the brokerage customer (agency cross transactions)?
(2) recommend to advisory clients, or act as a purchaser representative for advisory clients with respect to, the purchase of securities for which you or any related
person serves as underwriter or general or managing partner?
(3) recommend purchase or sale of securities to advisory clients for which you or any related person has any other sales interest (other than the receipt of sales
commissions as a broker or registered representative of a broker-dealer)?
Investment or Brokerage Discretion
C. Do you or any related person have discretionary authority to determine the: Yes No
(1) securities to be bought or sold for a client's account?
(2) amount of securities to be bought or sold for a client's account?
(3) broker or dealer to be used for a purchase or sale of securities for a client's account?
(4) commission rates to be paid to a broker or dealer for a client's securities transactions?
D. If you answer "yes" to C.(3) above, are any of the brokers or dealers related persons?
E. Do you or any related person recommend brokers or dealers to clients?
F. If you answer "yes" to E. above, are any of the brokers or dealers related persons?
G. (1) Do you or any related person receive research or other products or services other than execution from a broker-dealer or a third party ("soft dollar benefits") in
connection with client securities transactions?
(2) If "yes" to G.(1) above, are all the "soft dollar benefits" you or any related persons receive eligible "research or brokerage services" under section 28(e) of the
Securities Exchange Act of 1934?
H. (1) Do you or any related person, directly or indirectly, compensate any person that is not an employee for client referrals?
(2) Do you or any related person, directly or indirectly, provide any employee compensation that is specifically related to obtaining clients for the firm (cash or non-cash
compensation in addition to the employee's regular salary)?
I. Do you or any related person, including any employee, directly or indirectly, receive compensation from any person (other than you or any related person) for client
referrals?
In your response to Item 8.I., do not include the regular salary you pay to an employee.
In responding to Items 8.H. and 8.I., consider all cash and non-cash compensation that you or a related person gave to (in answering Item 8.H.) or received from (in answering Item
8.I.) any person in exchange for client referrals, including any bonus that is based, at least in part, on the number or amount of client referrals.
Item 9 Custody
In this Item, we ask you whether you or a related person has custody of client (other than clients that are investment companies registered under the Investment Company Act of
1940) assets and about your custodial practices.
A. (1) Do you have custody of any advisory clients': Yes No
(a) cash or bank accounts?
(b) securities?
If you are registering or registered with the SEC, answer "No" to Item 9.A.(1)(a) and (b) if you have custody solely because (i) you deduct your advisory fees directly from your clients'
accounts, or (ii) a related person has custody of client assets in connection with advisory services you provide to clients, but you have overcome the presumption that you are not
operationally independent (pursuant to Advisers Act rule 206(4)-2(d)(5)) from the related person.
(2) If you checked "yes" to Item 9.A.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which you have custody:
U.S. Dollar Amount Total Number of Clients
(a) $ (b)
If you are registering or registered with the SEC and you have custody solely because you deduct your advisory fees directly from your clients' accounts, do not include the amount of
those assets and the number of those clients in your response to Item 9.A.(2). If your related person has custody of client assets in connection with advisory services you provide to
clients, do not include the amount of those assets and number of those clients in your response to 9.A.(2). Instead, include that information in your response to Item 9.B.(2).
B. (1) In connection with advisory services you provide to clients, do any of your related persons have custody of any of your advisory clients': Yes No
(a) cash or bank accounts?
(b) securities?
You are required to answer this item regardless of how you answered Item 9.A.(1)(a) or (b).
(2) If you checked "yes" to Item 9.B.(1)(a) or (b), what is the approximate amount of client funds and securities and total number of clients for which your related persons have
custody:
U.S. Dollar Amount Total Number of Clients
(a) $ 4,983,233,788 (b) 2,671
C. If you or your related persons have custody of client funds or securities in connection with advisory services you provide to clients, check all the following that apply:
(1) A qualified custodian(s) sends account statements at least quarterly to the investors in the pooled investment vehicle(s) you manage.
(2) An independent public accountant audits annually the pooled investment vehicle(s) that you manage and the audited financial statements are distributed to the
investors in the pools.
(3) An independent public accountant conducts an annual surprise examination of client funds and securities.
(4) An independent public accountant prepares an internal control report with respect to custodial services when you or your related persons are qualified custodians for
client funds and securities.
If you checked Item 9.C.(2), C.(3) or C.(4), list in Section 9.C. of Schedule D the accountants that are engaged to perform the audit or examination or prepare an internal control report.
(If you checked Item 9.C.(2), you do not have to list auditor information in Section 9.C. of Schedule D if you already provided this information with respect to the private funds you advise
in Section 7.B.(1) of Schedule D).
D. Do you or your related person(s) act as qualified custodians for your clients in connection with advisory services you provide to clients? Yes No
(1) you act as a qualified custodian
(2) your related person(s) act as qualified custodian(s)
If you checked "yes" to Item 9.D.(2), all related persons that act as qualified custodians (other than any mutual fund transfer agent pursuant to rule 206(4)-2(b)(1)) must be identified
in Section 7.A. of Schedule D, regardless of whether you have determined the related person to be operationally independent under rule 206(4)-2 of the Advisers Act.
E. If you are filing your annual updating amendment and you were subject to a surprise examination by an independent public accountant during your last fiscal year, provide the date
(MM/YYYY) the examination commenced:
04/2024
F. If you or your related persons have custody of client funds or securities, how many persons, including, but not limited to, you and your related persons, act as qualified custodians
for your clients in connection with advisory services you provide to clients?
7
SECTION 9.C. Independent Public Accountant
You must complete the following information for each independent public accountant engaged to perform a surprise examination, perform an audit of a pooled investment vehicle that
you manage, or prepare an internal control report. You must complete a separate Schedule D Section 9.C. for each independent public accountant.
(1) Name of the independent public accountant:
KPMG LLP
(2) The location of the independent public accountant's office responsible for the services provided:
Number and Street 1: Number and Street 2:
345 PARK AVENUE
City: State: Country: ZIP+4/Postal Code:
NEW YORK New York United States 10154-0102
Yes No
(3) Is the independent public accountant registered with the Public Company Accounting Oversight Board?
If "yes," Public Company Accounting Oversight Board-Assigned Number:
185
(4) If "yes" to (3) above, is the independent public accountant subject to regular inspection by the Public Company Accounting Oversight Board in accordance with its
rules?
(5) The independent public accountant is engaged to:
A. audit a pooled investment vehicle
B. perform a surprise examination of clients' assets
C. prepare an internal control report
(6) Since your last annual updating amendment, did all of the reports prepared by the independent public accountant that audited the pooled investment vehicle or that examined
internal controls contain unqualified opinions?
Yes
No
Report Not Yet Received
If you check "Report Not Yet Received", you must promptly file an amendment to your Form ADV to update your response when the accountant's report is available.
Item 10 Control Persons
In this Item, we ask you to identify every person that, directly or indirectly, controls you. If you are filing an umbrella registration, the information in Item 10 should be provided for the
filing adviser only.
If you are submitting an initial application or report, you must complete Schedule A and Schedule B. Schedule A asks for information about your direct owners and executive officers.
Schedule B asks for information about your indirect owners. If this is an amendment and you are updating information you reported on either Schedule A or Schedule B (or both) that
you filed with your initial application or report, you must complete Schedule C.
Yes No
A. Does any person not named in Item 1.A. or Schedules A, B, or C, directly or indirectly, control your management or policies?
If yes, complete Section 10.A. of Schedule D.
B. If any person named in Schedules A, B, or C or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934,
please complete Section 10.B. of Schedule D.
SECTION 10.A. Control Persons
No Information Filed
SECTION 10.B. Control Person Public Reporting Companies
B. If any person named in Schedules A, B, or C, or in Section 10.A. of Schedule D is a public reporting company under Sections 12 or 15(d) of the Securities Exchange Act of 1934,
please provide the following information (you must complete a separate Schedule D Section 10.B. for each public reporting company):
(1) Full legal name of the public reporting company: THE BANK OF NEW YORK MELLON CORPORATION
(2) The public reporting company's CIK number (Central Index Key number that the SEC assigns to each reporting company): 1390777
Item 11 Disclosure Information
In this Item, we ask for information about your disciplinary history and the disciplinary history of all your advisory affiliates. We use this information to determine whether to grant your
application for registration, to decide whether to revoke your registration or to place limitations on your activities as an investment adviser, and to identify potential problem areas to
focus on during our on-site examinations. One event may result in "yes" answers to more than one of the questions below. In accordance with General Instruction 5 to Form ADV,
"you" and "your" include the filing adviser and all relying advisers under an umbrella registration.
Your advisory affiliates are: (1) all of your current employees (other than employees performing only clerical, administrative, support or similar functions); (2) all of your officers, partners,
or directors (or any person performing similar functions); and (3) all persons directly or indirectly controlling you or controlled by you. If you are a "separately identifiable department or
division" (SID) of a bank, see the Glossary of Terms to determine who your advisory affiliates are.
If you are registered or registering with the SEC or if you are an exempt reporting adviser, you may limit your disclosure of any event listed in Item 11 to ten years following the date of the
event. If you are registered or registering with a state, you must respond to the questions as posed; you may, therefore, limit your disclosure to ten years following the date of an event only
in responding to Items 11.A.(1), 11.A.(2), 11.B.(1), 11.B.(2), 11.D.(4), and 11.H.(1)(a). For purposes of calculating this ten-year period, the date of an event is the date the final order,
judgment, or decree was entered, or the date any rights of appeal from preliminary orders, judgments, or decrees lapsed.
You must complete the appropriate Disclosure Reporting Page ("DRP") for "yes" answers to the questions in this Item 11.
Yes No
Do any of the events below involve you or any of your supervised persons?
For "yes" answers to the following questions, complete a Criminal Action DRP:
A. In the past ten years, have you or any advisory affiliate: Yes No
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to any felony?
(2) been charged with any felony?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.A.(2) to charges that are currently
pending.
B. In the past ten years, have you or any advisory affiliate:
(1) been convicted of or pled guilty or nolo contendere ("no contest") in a domestic, foreign, or military court to a misdemeanor involving: investments or an investment-
related business, or any fraud, false statements, or omissions, wrongful taking of property, bribery, perjury, forgery, counterfeiting, extortion, or a conspiracy to
commit any of these offenses?
(2) been charged with a misdemeanor listed in Item 11.B.(1)?
If you are registered or registering with the SEC, or if you are reporting as an exempt reporting adviser, you may limit your response to Item 11.B.(2) to charges that are currently
pending.
For "yes" answers to the following questions, complete a Regulatory Action DRP:
C. Has the SEC or the Commodity Futures Trading Commission (CFTC) ever: Yes No
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of SEC or CFTC regulations or statutes?
(3) found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or
restricted?
(4) entered an order against you or any advisory affiliate in connection with investment-related activity?
(5) imposed a civil money penalty on you or any advisory affiliate, or ordered you or any advisory affiliate to cease and desist from any activity?
D. Has any other federal regulatory agency, any state regulatory agency, or any foreign financial regulatory authority:
(1) ever found you or any advisory affiliate to have made a false statement or omission, or been dishonest, unfair, or unethical?
(2) ever found you or any advisory affiliate to have been involved in a violation of investment-related regulations or statutes?
(3) ever found you or any advisory affiliate to have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked,
or restricted?
(4) in the past ten years, entered an order against you or any advisory affiliate in connection with an investment-related activity?
(5) ever denied, suspended, or revoked your or any advisory affiliate's registration or license, or otherwise prevented you or any advisory affiliate, by order, from
associating with an investment-related business or restricted your or any advisory affiliate's activity?
E. Has any self-regulatory organization or commodities exchange ever:
(1) found you or any advisory affiliate to have made a false statement or omission?
(2) found you or any advisory affiliate to have been involved in a violation of its rules (other than a violation designated as a "minor rule violation" under a plan approved
by the SEC)?
(3) found you or any advisory affiliate to have been the cause of an investment-related business having its authorization to do business denied, suspended, revoked, or
restricted?
(4) disciplined you or any advisory affiliate by expelling or suspending you or the advisory affiliate from membership, barring or suspending you or the advisory affiliate
from association with other members, or otherwise restricting your or the advisory affiliate's activities?
F. Has an authorization to act as an attorney, accountant, or federal contractor granted to you or any advisory affiliate ever been revoked or suspended?
G. Are you or any advisory affiliate now the subject of any regulatory proceeding that could result in a "yes" answer to any part of Item 11.C., 11.D., or 11.E.?
For "yes" answers to the following questions, complete a Civil Judicial Action DRP:
H. (1) Has any domestic or foreign court: Yes No
(a) in the past ten years, enjoined you or any advisory affiliate in connection with any investment-related activity?
(b) ever found that you or any advisory affiliate were involved in a violation of investment-related statutes or regulations?
(c) ever dismissed, pursuant to a settlement agreement, an investment-related civil action brought against you or any advisory affiliate by a state or foreign financial
regulatory authority?
(2) Are you or any advisory affiliate now the subject of any civil proceeding that could result in a "yes" answer to any part of Item 11.H.(1)?
Item 12 Small Businesses
The SEC is required by the Regulatory Flexibility Act to consider the effect of its regulations on small entities. In order to do this, we need to determine whether you meet the
definition of "small business" or "small organization" under rule 0-7.
Answer this Item 12 only if you are registered or registering with the SEC and you indicated in response to Item 5.F.(2)(c) that you have regulatory assets under management of less
than $25 million. You are not required to answer this Item 12 if you are filing for initial registration as a state adviser, amending a current state registration, or switching from SEC to
state registration.
For purposes of this Item 12 only:
Total Assets refers to the total assets of a firm, rather than the assets managed on behalf of clients. In determining your or another person's total assets, you may use the total
assets shown on a current balance sheet (but use total assets reported on a consolidated balance sheet with subsidiaries included, if that amount is larger).
Control means the power to direct or cause the direction of the management or policies of a person, whether through ownership of securities, by contract, or otherwise. Any
person that directly or indirectly has the right to vote 25 percent or more of the voting securities, or is entitled to 25 percent or more of the profits, of another person is
presumed to control the other person.
Yes No
A. Did you have total assets of $5 million or more on the last day of your most recent fiscal year?
If "yes," you do not need to answer Items 12.B. and 12.C.
B. Do you:
(1) control another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of Form ADV) of $25 million or more on
the last day of its most recent fiscal year?
(2) control another person (other than a natural person) that had total assets of $5 million or more on the last day of its most recent fiscal year?
C. Are you:
(1) controlled by or under common control with another investment adviser that had regulatory assets under management (calculated in response to Item 5.F.(2)(c) of
Form ADV) of $25 million or more on the last day of its most recent fiscal year?
(2) controlled by or under common control with another person (other than a natural person) that had total assets of $5 million or more on the last day of its most
recent fiscal year?
Schedule A
Direct Owners and Executive Officers
1. Complete Schedule A only if you are submitting an initial application or report. Schedule A asks for information about your direct owners and executive officers. Use Schedule C to
amend this information.
2. Direct Owners and Executive Officers. List below the names of:
(a) each Chief Executive Officer, Chief Financial Officer, Chief Operations Officer, Chief Legal Officer, Chief Compliance Officer(Chief Compliance Officer is required if you are
registered or applying for registration and cannot be more than one individual), director, and any other individuals with similar status or functions;
(b) if you are organized as a corporation, each shareholder that is a direct owner of 5% or more of a class of your voting securities, unless you are a public reporting company (a
company subject to Section 12 or 15(d) of the Exchange Act);
Direct owners include any person that owns, beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 5% or more of a class of your voting
securities. For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within
60 days, through the exercise of any option, warrant, or right to purchase the security.
(c) if you are organized as a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed, 5% or
more of your capital;
(d) in the case of a trust that directly owns 5% or more of a class of your voting securities, or that has the right to receive upon dissolution, or has contributed, 5% or more of your
capital, the trust and each trustee; and
(e) if you are organized as a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 5% or more of your capital,
and (ii) if managed by elected managers, all elected managers.
3. Do you have any indirect owners to be reported on Schedule B? Yes No
4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner or
executive officer is an individual.
5. Complete the Title or Status column by entering board/management titles; status as partner, trustee, sole proprietor, elected manager, shareholder, or member; and for
shareholders or members, the class of securities owned (if more than one is issued).
6. Ownership codes are: NA - less than 5% B - 10% but less than 25% D - 50% but less than 75%
A - 5% but less than 10% C - 25% but less than 50% E - 75% or more
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note that
under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL LEGAL NAME (Individuals: Last DE/FE/I Title or Status Date Title or Status Ownership Control PR CRD No. If None: S.S. No. and Date of
Name, First Name, Middle Name) Acquired MM/YYYY Code Person Birth, IRS Tax No. or Employer ID No.
BNY MELLON INVESTMENT ADVISER, INC. DE DIRECT OWNER 01/1968 E Y N
MARQUIT, HAL ROBERT I ROSFP (SROP/CROP) & MUNICIPAL 05/2018 NA N N 1530120
SECURITIES PRINCIPAL
PASQUALE, GREGORY JOHN I CHIEF FINANCIAL OFFICER & 01/2021 NA N N 6562167
TREASURER & FINOP
DIPETRILLO, DAVID JOHN I EXECUTIVE VICE PRESIDENT AND 01/2021 NA Y N 4904926
DIRECTOR
PAPADOULIS, IRENE DESPINA I EXECTUVE VICE PRESIDENT AND 03/2023 NA Y N 733025
DIRECTOR
SACCONE, ROBERT BRIAN I CHIEF COMPLIANCE OFFICER 09/2023 NA Y N 1114349
(BROKERDEALER)
OSAVAGE, JACK EDWARD I CHIEF TECHNOLOGY OFFICER 03/2024 NA Y N 8186430
HUNTER, JOHN WILLIAM JR I CHIEF COMPLIANCE OFFICER 01/2026 NA N N 2822875
(INVESTMENT ADVISORY BUSINESS)
SCHULTZ, JOSEPH I PRESIDENT AND DIRECTOR 06/2026 NA Y N 2518395
LO, JASON ALISTER I CHIEF RISK OFFICER 06/2026 NA Y N 8294099
Schedule B
Indirect Owners
1. Complete Schedule B only if you are submitting an initial application or report. Schedule B asks for information about your indirect owners; you must first complete Schedule A,
which asks for information about your direct owners. Use Schedule C to amend this information.
2. Indirect Owners. With respect to each owner listed on Schedule A (except individual owners), list below:
(a) in the case of an owner that is a corporation, each of its shareholders that beneficially owns, has the right to vote, or has the power to sell or direct the sale of, 25% or more
of a class of a voting security of that corporation;
For purposes of this Schedule, a person beneficially owns any securities: (i) owned by his/her child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, sharing the same residence; or (ii) that he/she has the right to acquire, within 60
days, through the exercise of any option, warrant, or right to purchase the security.
(b) in the case of an owner that is a partnership, all general partners and those limited and special partners that have the right to receive upon dissolution, or have contributed,
25% or more of the partnership's capital;
(c) in the case of an owner that is a trust, the trust and each trustee; and
(d) in the case of an owner that is a limited liability company ("LLC"), (i) those members that have the right to receive upon dissolution, or have contributed, 25% or more of the
LLC's capital, and (ii) if managed by elected managers, all elected managers.
3. Continue up the chain of ownership listing all 25% owners at each level. Once a public reporting company (a company subject to Sections 12 or 15(d) of the Exchange Act) is
reached, no further ownership information need be given.
4. In the DE/FE/I column below, enter "DE" if the owner is a domestic entity, "FE" if the owner is an entity incorporated or domiciled in a foreign country, or "I" if the owner is an
individual.
5. Complete the Status column by entering the owner's status as partner, trustee, elected manager, shareholder, or member; and for shareholders or members, the class of
securities owned (if more than one is issued).
6. Ownership codes are: C - 25% but less than 50% E - 75% or more
D - 50% but less than 75% F - Other (general partner, trustee, or elected manager)
7. (a) In the Control Person column, enter "Yes" if the person has control as defined in the Glossary of Terms to Form ADV, and enter "No" if the person does not have control. Note
that under this definition, most executive officers and all 25% owners, general partners, elected managers, and trustees are control persons.
(b) In the PR column, enter "PR" if the owner is a public reporting company under Sections 12 or 15(d) of the Exchange Act.
(c) Complete each column.
FULL LEGAL NAME (Individuals: Last Name, DE/FE/I Entity in Which Interest is Status Date Status Ownership Control PR CRD No. If None: S.S. No. and Date of
First Name, Middle Name) Owned Acquired Code Person Birth, IRS Tax No. or Employer ID No.
MM/YYYY
THE BANK OF NEW YORK MELLON DE MBC INVESTMENT OWNER 07/2007 E Y Y
CORPORATION CORPORATION
MBC INVESTMENT CORPORATION DE BNY MELLON INVESTMENT OWNER 02/2017 E Y N
ADVISER, INC.
BNY MELLON IHC, LLC DE BANK OF NEW YORK OWNER 12/2019 E Y N
MELLON CORPORATION
Schedule D - Miscellaneous
You may use the space below to explain a response to an Item or to provide any other information.
EXPLANATION FOR ITEMS 5C, 5D, 5F, 5G AND 5I: THE REGISTRANT SPONSORS A WRAP FEE PROGRAM WHICH INCLUDES 2,296 CLIENT ACCOUNTS MANAGED ON A NON-DISCRETIONARY
BASIS; 417 CLIENT ACCOUNTS FOR WHICH THE REGISTRANT HAS ENGAGED AFFILIATED AND NON-AFFILIATED INVESTMENT ADVISERS TO ACT AS DISCRETIONARY PORTFOLIO
MANAGERS; AND 2 CLIENT ACCOUNTS FOR WHICH THE REGISTRANT ACTS AS DISCRETIONARY PORTFOLIO MANAGER. AS OF DECEMBER 31, 2025, THE ASSETS UNDER MANAGEMENT
WITH RESPECT TO THIS WRAP FEE PROGRAM TOTALED $887,026,408 ON A NON-DISCRETIONARY BASIS AND $347,971,715 ON A DISCRETIONARY BASIS. IN ADDITION TO SPONSORING
TO A WRAP FEE PROGRAM, THE REGISTRANT PARTICIPATES AS A DISCRETIONARY PORTFOLIO MANAGER IN WRAP FEE PROGRAMS SPONSORED BY UNAFFILIATED FINANCIAL
INTERMEDIARIES. AS OF DECEMBER 31, 2025, THE REGISTRANT HAS ENGAGED FOUR OF ITS AFFILIATED INVESTMENT ADVISERS TO ACT AS MODEL PORTFOLIO PROVIDERS WITH
RESPECT TO SUCH PROGRAMS. AS OF THAT DATE, THE NUMBER OF DISCRETIONARY CLIENTS AND DISCRETIONARY ASSETS UNDER MANAGEMENT FOR THESE PROGRAMS TOTALED 1,003
AND $355,078,916, RESPECTIVELY. THE REGISTRANT ALSO ACTS AS A NON-DISCRETIONARY MODEL PROVIDER TO WRAP FEE PROGRAMS SPONSORED BY UNAFFILIATED FINANCIAL
INTERMEDIARIES. AS OF DECEMBER 31, 2025, THE NUMBER OF DIRECT CLIENTS (I.E., THE UNAFFILIATED FINANCIAL INTERMEDIARIES) AND ASSOCIATED NON-DISCRETIONARY ASSETS
UNDER MANAGEMENT WERE 14 AND $6,858,599,639, RESPECTIVELY.
Schedule R
No Information Filed
DRP Pages
CRIMINAL DISCLOSURE REPORTING PAGE (ADV)
No Information Filed
REGULATORY ACTION DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of
OR
Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives
rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
This advisory affiliate is a Firm an Individual
Number:
Registered:
Yes No
Name: THE BANK OF NEW YORK MELLON
CORPORATION
(For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event
occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years
ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
U.S. SECURITIES AND EXCHANGE COMMISSION
2. Principal Sanction:
Cease and Desist
Other Sanctions:
CIVIL MONETARY PENALTY
3. Date Initiated (MM/DD/YYYY):
01/12/2017 Exact Explanation
If not exact, provide explanation:
4. Docket/Case Number:
SEC RELEASE NO. 34-79777; ADMINISTRATIVE PROCEEDING FILE NO. 3-17768
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
NOT APPLICABLE
6. Principal Product Type:
No Product
Other Product Types:
7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
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.
8. Current Status? Pending On Appeal Final
9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Order
11. Resolution Date (MM/DD/YYYY):
01/12/2017 Exact Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $ 6,600,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:
NOT APPLICABLE
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
A CIVIL MONEY PENALTY IN THE AMOUNT OF $6,600,000. BNY MELLON WILL EFFECT PAYMENT ON A DATE TBD.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space
provided).
THIS ACTION ARISES OUT OF THE SEC'S ASSERTION THAT BNY MELLON FAILED TO PROPERLY INCLUDE APPROXIMATELY $14 BILLION OF CERTAIN ASSETS OF VARIABLE
INTEREST ENTITIES (THE "VIES") IN ITS CALCULATION OF RISK-BASED REGULATORY CAPITAL RATIOS PRESENTED IN ANNUAL AND QUARTERLY REPORTS FILED WITH THE SEC.
BEGINNING IN THE THIRD QUARTER OF 2010, THE SEC FOUND THAT BNY MELLON WAS REQUIRED TO CONSOLIDATE THE ACCOUNTS OF CERTAIN VIES - WHICH TOOK THE FORM
OF COLLATERALIZED LOAN OBLIGATIONS ("CLOS") - ONTO ITS BALANCE SHEET PURSUANT TO APPLICABLE GUIDANCE ISSUED BY THE FINANCIAL ACCOUNTING STANDARDS
BOARD IN JUNE 2009 (NOW CODIFIED IN ASC 810). AS A RESULT OF ASC 810, IT WAS DETERMINED THAT RISK-BASED CAPITAL RULES REQUIRED BNY MELLON TO INCLUDE THE
ASSETS OF THESE VIES IN ITS RISK-WEIGHTED ASSETS FOR PURPOSES OF CALCULATING ITS REGULATORY CAPITAL RATIOS. AS THE SEC ORDER RELATES, BNY MELLON,
HOWEVER, DEVIATED FROM THE REGULATORY CAPITAL RULES WITHOUT THE NECESSARY AUTHORIZATION FROM THE FEDERAL RESERVE BOARD AND EXCLUDED THESE ASSETS
FROM ITS REGULATORY CAPITAL RATIOS AFTER MAKING A DETERMINATION THAT THE VIES DID NOT POSE A RISK TO THE FIRM. THE SEC FOUND THAT (1) BNY MELLON'S
EXCLUSION OF THE VIES CAUSED THE FIRM TO MISREPORT ITS RISK-BASED REGULATORY CAPITAL RATIOS IN EACH OF ITS QUARTERLY AND ANNUAL REPORTS FROM THE THIRD
QUARTER OF 2010 THROUGH THE FIRST QUARTER OF 2014, (2) THROUGHOUT THIS TIME PERIOD, BNY MELLON FAILED TO MAKE AND KEEP ACCURATE BOOKS AND RECORDS
WITH RESPECT TO ITS RISK-WEIGHTED ASSETS AND REGULATORY CAPITAL RATIOS, AND (3) BNY MELLON ALSO FAILED TO DEVISE AND MAINTAIN A SYSTEM OF INTERNAL
REGULATORY ACCOUNTING CONTROLS SUFFICIENT TO PROVIDE REASONABLE ASSURANCES THAT ITS FINANCIAL STATEMENTS WERE PREPARED IN CONFORMITY WITH
APPLICABLE CRITERIA. ON JANUARY 12, 2017, THE SEC ANNOUNCED THAT IT HAD ENTERED INTO AN ADMINISTRATIVE SETTLEMENT ON A NEITHER-ADMIT-NOR-DENY BASIS WITH
BNY MELLON IN WHICH BNY MELLON AGREED TO PAY $6.6 MILLION.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of
OR
Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives
rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
This advisory affiliate is a Firm an Individual
Number:
Registered:
Yes No
Name: THE BANK OF NEW YORK MELLON
CORPORATION
(For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event
occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years
ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
FEDERAL RESERVE BANK OF NEW YORK AND BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM (COLLECTIVELY, "FEDERAL RESERVE")
2. Principal Sanction:
Civil and Administrative Penalt(ies) /Fine(s)
Other Sanctions:
NOT APPLICABLE
3. Date Initiated (MM/DD/YYYY):
06/26/2017 Exact Explanation
If not exact, provide explanation:
4. Docket/Case Number:
DOCKET NO. 17-016-CMP-HC
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
NOT APPLICABLE
6. Principal Product Type:
No Product
Other Product Types:
7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
THE FEDERAL RESERVE ALLEGED VIOLATIONS OF REGULATION Y OF THE BOARD OF GOVERNORS (12 C.F.R. § 225) FOR ITS REGULATORY ACCOUNTING TREATMENT OF CERTAIN
ASSETS OF VARIABLE INTEREST ENTITIES (THE "VIES").
8. Current Status? Pending On Appeal Final
9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Consent
11. Resolution Date (MM/DD/YYYY):
06/26/2017 Exact Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $ 3,000,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:
NOT APPLICABLE
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
A CIVIL MONEY PENALTY IN THE AMOUNT OF $3,000,000. BNY MELLON EFFECTED PAYMENT ON OR ABOUT JUNE 27, 2017.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space
provided).
THIS ACTION ARISES OUT OF THE FEDERAL RESERVE'S ASSERTION THAT BNY MELLON FAILED TO PROPERLY INCLUDE APPROXIMATELY $14 BILLION OF CERTAIN ASSETS OF
VARIABLE INTEREST ENTITIES (THE "VIES") IN ITS CALCULATION OF ITS RISK-BASED REGULATORY CAPITAL RATIOS. BEGINNING IN THE THIRD QUARTER OF 2010, THE FEDERAL
RESERVE FOUND THAT BNY MELLON ACCOUNTED FOR THESE VIE ASSETS IN ITS "TRADING BOOK," WHEREIN IT ASSIGNED THE ASSETS A ZERO-RISK WEIGHTING UNDER A
VALUE-AT-RISK MODEL. IT WAS DETERMINED THAT BNY MELLON'S REGULATORY ACCOUNTING TREATMENT OF THE VIE ASSETS WAS IMPROPER UNDER THEN-APPLICABLE BASEL I
REGULATORY RISK CAPITAL RULES. AS THE FEDERAL RESERVE CONSENT ORDER RELATES, BNY MELLON DEVIATED FROM THE REGULATORY CAPITAL RULES WITHOUT THE
NECESSARY AUTHORIZATION FROM THE FEDERAL RESERVE AND EXCLUDED THESE ASSETS FROM ITS REGULATORY CAPITAL RATIOS FOR NEARLY 14 QUARTERS, RESULTING IN
BNY MELLON UNDERSTATING ITS RISK-WEIGHTED ASSETS AND OVERSTATING ITS RISK-BASED CAPITAL RATIOS. THE FEDERAL RESERVE FOUND THAT THIS CONDUCT
REPRESENTS OR RESULTED IN UNSAFE OR UNSOUND PRACTICES, AND A VIOLATION OF REGULATION Y OF THE BOARD OF GOVERNORS (12 C.F.R. § 225). ON JUNE 26, 2017, THE
FEDERAL RESERVE ANNOUNCED THAT IT HAD ASSESSED BNY MELLON A CIVIL MONETARY PENALTY IN THE AMOUNT OF $3 MILLION.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of
OR
Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives
rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
This advisory affiliate is a Firm an Individual
Number:
Registered:
Yes No
Name: THE BANK OF NEW YORK MELLON
CORPORATION
(For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event
occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years
ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
U.K. FINANCIAL CONDUCT AUTHORITY
2. Principal Sanction:
Other
Other Sanctions:
NO SANCTIONS WERE IMPOSED
3. Date Initiated (MM/DD/YYYY):
11/29/2017 Exact Explanation
If not exact, provide explanation:
4. Docket/Case Number:
CMP/01-2016/CA98
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
NOT APPLICABLE
6. Principal Product Type:
Equity Listed (Common & Preferred Stock)
Other Product Types:
7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
ON 21 FEBRUARY 2019, THE UK FINANCIAL CONDUCT AUTHORITY ("FCA") FOUND THAT NEWTON INVESTMENT MANAGEMENT LIMITED ("NIM"), THROUGH THE ACTIONS OF A
FORMER EMPLOYEE IN 2014 AND 2015, SHARED INFORMATION WITH THREE OTHER UK INVESTMENT ADVISERS IN RELATION TO TWO INITIAL PUBLIC OFFERINGS AND ONE
PLACING BY UK ISSUERS BY DISCLOSING THE PRICE IT INTENDED TO PAY, OR ACCEPTING SUCH INFORMATION, OR BOTH, SHORTLY BEFORE THE SHARE PRICES WERE SET. THE
FCA FOUND THAT PARTS OF THIS CONDUCT 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. THE BANK OF
NEW YORK MELLON CORPORATION ("BNYM") WAS FOUND JOINTLY AND SEVERALLY LIABLE BY REASON OF 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.
8. Current Status? Pending On Appeal Final
9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Order
11. Resolution Date (MM/DD/YYYY):
02/21/2019 Exact Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:
NO SANCTIONS WERE IMPOSED
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
NOT APPLICABLE
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space
provided).
THE FCA ISSUED THEIR DECISION ON 21 FEBRUARY 2019. THE FCA WILL PUBLISH A NON-CONFIDENTIAL VERSION OF ITS DECISION UNDER THE COMPETITION ACT 1998 IN DUE
COURSE.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of
OR
Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives
rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event
occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years
ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
FINANCIAL INDUSTRY REGULATORY AUTHORITY
2. Principal Sanction:
Censure
Other Sanctions:
RESTITUTION PLUS INTEREST.
3. Date Initiated (MM/DD/YYYY):
10/18/2018 Exact Explanation
If not exact, provide explanation:
4. Docket/Case Number:
FINRA LETTER OF ACCEPTANCE, WAIVER AND CONSENT NO. 2017054119401
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
NOT APPLICABLE
6. Principal Product Type:
No Product
Other Product Types:
7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
FINRA ALLEGED THAT, DURING THE PERIOD JANUARY 2008 THROUGH APRIL 2017, MBSC FAILED TO ESTABLISH, MAINTAIN AND ENFORCE A SUPERVISORY SYSTEM AND WRITTEN
SUPERVISORY PROCEDURES REASONABLY DESIGNED TO MONITOR THE TRANSMITTAL OF FUNDS FROM CUSTOMER ACCOUNTS TO THIRD PARTIES. FINRA ALLEGED THAT THIS
RESULTED IN MBSC FOLLOWING INSTRUCTIONS FROM TWO THIRD-PARTY ADVISORS TO DISBURSE APPROXIMATELY $971,289 IN EXCESS FEES TO SUCH ADVISORS FROM THE
ACCOUNTS OF APPROXIMATELY 75 MBSC CUSTOMERS. FINRA ALLEGED THAT MBSC THEREBY VIOLATED NASD RULES 3010, 3012 AND 2110 AND FINRA RULES 3110, 3110(C)(2)
AND 2010.
8. Current Status? Pending On Appeal Final
9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Acceptance, Waiver & Consent(AWC)
11. Resolution Date (MM/DD/YYYY):
10/18/2018 Exact Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:
NOT APPLICABLE.
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
MBSC CONSENTED TO THE IMPOSITION OF A CENSURE AND RESTITUTION TO IMPACTED CUSTOMERS IN THE AMOUNT OF APPROXIMATELY $971,289 PLUS INTEREST OF
APPROXIMATELY $242,955 FOR A TOTAL AMOUNT OF APPROXIMATELY $1,214,244. MBSC COMPLETED ITS RESTITUTION PAYMENTS, INCLUDING INTEREST, TO THESE
CUSTOMERS ON AUGUST 31, 2018.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space
provided).
FOLLOWING AN INTERNAL REVIEW, MBSC SELF-REPORTED TO FINRA THAT IT HAD DISCOVERED THAT TWO UNAFFILIATED INVESTMENT ADVISERS HAD CHARGED CLIENT FEES IN
EXCESS OF THE AMOUNTS PERMITTED UNDER THE GOVERNING INVESTMENT MANAGEMENT AGREEMENTS. BASED UPON INSTRUCTIONS FROM THE UNAFFILIATED ADVISERS,
MBSC REPORTED THAT IT: (1) DISBURSED FEES FROM ACCOUNTS OF A NUMBER OF CUSTOMERS TO THE ADVISERS THAT EXCEEDED THE FEES TO WHICH THE ADVISERS WERE
ENTITLED AND (2) INTENDED TO REIMBURSE ALL AFFECTED CUSTOMERS, WITH INTEREST, FOR ANY DISBURSEMENT OF IMPROPER FEES FROM THEIR ACCOUNTS. AS A RESULT OF
MBSC'S VOLUNTARY DISCLOSURE, FINRA INVESTIGATED THE MATTER. FINRA FOUND THAT MBSC: (1) FAILED TO ESTABLISH, MAINTAIN AND ENFORCE A SUPERVISORY SYSTEM,
INCLUDING WRITTEN PROCEDURES, REASONABLY DESIGNED TO REVIEW AND MONITOR THE TRANSMITTALS OF FUNDS FROM CUSTOMER ACCOUNTS TO THIRD PARTY ACCOUNTS
AND (2) BY VIRTUE OF THE FOREGOING, VIOLATED NASD RULES 3010, 3012 AND 2110, AND FINRA RULES 3110, 3110(C)(2) AND 2010. ON OCTOBER 18, 2018, 2018, MBSC AND
FINRA SETTLED THE MATTER PURSUANT TO A LETTER OF ACCEPTANCE, WAIVER AND CONSENT (THE "AWC") ON A NEITHER-ADMIT-NOR-DENY BASIS IN WHICH MBSC CONSENTED
AND AGREED TO THE IMPOSITION OF A CENSURE AND RESTITUTION TO IMPACTED CUSTOMERS IN THE AMOUNT OF APPROXIMATELY $971,289 PLUS INTEREST OF
APPROXIMATELY $242,955 FOR A TOTAL AMOUNT OF APPROXIMATELY $1,214,244.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of
OR
Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives
rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD 105642
This advisory affiliate is a Firm an Individual
Number:
Registered:
Yes No
Name: BNY MELLON INVESTMENT ADVISER,
INC.
(For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event
occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years
ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
SECURITIES AND EXCHANGE COMMISSION
2. Principal Sanction:
Cease and Desist
Other Sanctions:
CENSURE AND CIVIL MONETARY PENALTY.
3. Date Initiated (MM/DD/YYYY):
05/23/2022 Exact Explanation
If not exact, provide explanation:
4. Docket/Case Number:
SEC ADMINISTRATIVE PROCEEDING FILE NO. 3-20867
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
BNY MELLON INVESTMENT ADVISER, INC.
6. Principal Product Type:
Mutual Fund(s)
Other Product Types:
7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
ON MAY 23, 2022, THE SECURITIES AND EXCHANGE COMMISSION ("SEC") ENTERED A SETTLEMENT ORDER, RELATING TO ALLEGED MATERIAL MISSTATEMENTS AND OMISSIONS
BY BNY MELLON INVESTMENT ADVISER, INC. ("BNYMIA") CONCERNING THE CONSIDERATION OF ENVIRONMENTAL, SOCIAL, AND GOVERNANCE ("ESG") PRINCIPLES TO MAKE
INVESTMENT DECISIONS FOR CERTAIN MUTUAL FUNDS ADVISED BY BNYMIA. THE SEC ALLEGED THAT BNYMIA MADE THESE REPRESENTATIONS TO MUTUAL FUND INVESTORS (IN
PROSPECTUSES) AND THE FUNDS BOARDS, AS WELL AS IN WRITTEN RESPONSES TO REQUESTS FOR PROPOSALS FROM OTHER INVESTMENT FIRMS. A COPY OF THE SETTLEMENT
ORDER IS AVAILABLE ON THE SEC'S WEBSITE AT HTTPS://WWW.SEC.GOV.
8. Current Status? Pending On Appeal Final
9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
N/A
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Order
11. Resolution Date (MM/DD/YYYY):
05/23/2022 Exact Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $ 1,500,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
AS SPECIFIED IN SECTION 12.A ABOVE AND IN SECTION 13 BELOW, BNYMIA AGREED TO PAY A CIVIL PENALTY IN THE AMOUNT OF $1.5 MILLION, WHICH WAS PAID ON
MAY 26, 2022.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space
provided).
UNDER THE MAY 23, 2022 SETTLEMENT ORDER, WITHOUT ADMITTING OR DENYING THE SEC'S FINDINGS, BNYMIA WAS CENSURED AND ORDERED TO CEASE AND DESIST FROM
COMMITTING OR CAUSING VIOLATIONS OF CERTAIN STATUTORY PROVISIONS OF THE INVESTMENT ADVISERS ACT OF 1940 (AND CERTAIN RULES THEREUNDER) AND THE
INVESTMENT COMPANY ACT OF 1940, AND AGREED TO PAY A CIVIL PENALTY OF $1.5 MILLION TO THE SEC WITHIN 10 DAYS OF THE ENTRY OF THE ORDER. THE SETTLEMENT
ORDER REFERENCES THAT, IN ACCEPTING THE ORDER, THE COMMISSION CONSIDERED REMEDIAL ACTS PROMPTLY UNDERTAKEN BY RESPONDENT AND COOPERATION AFFORDED
THE COMMISSION STAFF, INCLUDING THAT, THROUGHOUT THE STAFF'S INVESTIGATION, BNYMIA PROVIDED DETAILED FACTUAL SUMMARIES AND MADE SUBSTANTIVE
PRESENTATIONS ON KEY TOPICS WHICH ADVANCED THE QUALITY AND EFFICIENCY OF THE STAFF'S INVESTIGATION AND CONSERVED COMMISSION RESOURCES. THE
SETTLEMENT ORDER DOES NOT AFFECT BNYMIA'S ABILITY TO MANAGE THE IMPLICATED MUTUAL FUNDS (OR ANY OTHER FUNDS). A COPY OF THE SETTLEMENT ORDER IS
AVAILABLE ON THE SEC'S WEBSITE AT HTTPS://WWW.SEC.GOV.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of
OR
Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives
rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD Number: 7560
This advisory affiliate is a Firm an Individual
Registered:
Yes No
Name: PERSHING LLC
(For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event
occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years
ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
SECURITIES AND EXCHANGE COMMISSION
2. Principal Sanction:
Cease and Desist
Other Sanctions:
CENSURE, MONETARY FINE, UNDERTAKING
3. Date Initiated (MM/DD/YYYY):
08/14/2024 Exact Explanation
If not exact, provide explanation:
4. Docket/Case Number:
ADMIN. PRO. FILE NO. 3-22009
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6. Principal Product Type:
No Product
Other Product Types:
7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
ON AUGUST 14, 2024, THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") ISSUED A SETTLED ADMINISTRATIVE ORDER IN WHICH IT FOUND THAT BNY MELLON
SECURITIES CORPORATION ("BNYMSC") AND PERSHING LLC ("PERSHING") WILLFULLY VIOLATED SECTION 17(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE
ACT") AND RULE 17A-4(B) THEREUNDER. THE ORDER ALSO FOUND THAT BNYMSC AND PERSHING FAILED TO REASONABLY SUPERVISE THEIR EMPLOYEES WITHIN THE MEANING
OF EXCHANGE ACT SECTION 15(B)(4)(E). SPECIFICALLY, THE ORDER FOUND THAT FROM AT LEAST JANUARY 2020 TO THE DATE OF THE ORDER, BNYMSC AND PERSHING
PERSONNEL SENT AND RECEIVED TEXT MESSAGE COMMUNICATIONS ON PLATFORMS THAT WERE NOT APPROVED FOR BUSINESS PURPOSES, MANY OF WHICH WERE NOT
PRESERVED BY BNYMSC OR PERSHING. IN NUMEROUS INSTANCES, BNYMSC AND PERSHING SUPERVISORS THEMSELVES COMMUNICATED USING THESE UNAPPROVED
COMMUNICATION PLATFORMS. IN DETERMINING TO ACCEPT BNYMSC'S AND PERSHING'S OFFERS OF SETTLEMENT, THE SEC CONSIDERED REMEDIAL ACTS PROMPTLY
UNDERTAKEN BY BNYMSC AND PERSHING AND COOPERATION AFFORDED THE COMMISSION STAFF.
8. Current Status? Pending On Appeal Final
9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Decision & Order of Offer of Settlement
11. Resolution Date (MM/DD/YYYY):
08/14/2024 Exact Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $ 40,000,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:
UNDERTAKINGS
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
BNYMSC AND PERSHING WERE (I) CENSURED; (II) ORDERED TO CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF
EXCHANGE ACT SECTION 17(A) AND RULE 17A-4 THEREUNDER; (III) ORDERED TO PAY A PENALTY OF $40 MILLION, WHICH WAS PAID IN FULL ON AUGUST 20, 2024; AND
(IV) ORDERED TO COMPLY WITH CERTAIN UNDERTAKINGS, INCLUDING THE RETENTION OF AN INDEPENDENT COMPLIANCE CONSULTANT TO REVIEW THEIR POLICIES AND
PROCEDURES RELATED TO ELECTRONIC COMMUNICATIONS.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space
provided).
BNYMSC AND PERSHING CONSENTED TO ENTRY OF THE ORDER AND ADMITTED THE FACTS ALLEGED IN THE ORDER AND ACKNOWLEDGED THAT THEIR CONDUCT VIOLATED THE
FEDERAL SECURITIES LAWS. THE ALLEGATIONS, DISPOSITION, FINDINGS, AND SANCTIONS OF THE ORDER ARE DESCRIBED IN ITEMS 7 AND 12.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of
OR
Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives
rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD 231
This advisory affiliate is a Firm an Individual
Number:
Registered:
Yes No
Name: BNY MELLON SECURITIES
CORPORATION
(For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event
occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years
ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
U.S. SECURITIES AND EXCHANGE COMMISSION
2. Principal Sanction:
Cease and Desist
Other Sanctions:
CENSURE, MONETARY FINE, UNDERTAKING
3. Date Initiated (MM/DD/YYYY):
08/14/2024 Exact Explanation
If not exact, provide explanation:
4. Docket/Case Number:
ADMIN. PRO. FILE NO. 3-22009
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6. Principal Product Type:
No Product
Other Product Types:
7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
ON AUGUST 14, 2024, THE U.S. SECURITIES AND EXCHANGE COMMISSION ("SEC") ISSUED A SETTLED ADMINISTRATIVE ORDER IN WHICH IT FOUND THAT BNY MELLON
SECURITIES CORPORATION ("BNYMSC") AND PERSHING LLC ("PERSHING") WILLFULLY VIOLATED SECTION 17(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (THE "EXCHANGE
ACT") AND RULE 17A-4(B) THEREUNDER. THE ORDER ALSO FOUND THAT BNYMSC AND PERSHING FAILED TO REASONABLY SUPERVISE THEIR EMPLOYEES WITHIN THE MEANING
OF EXCHANGE ACT SECTION 15(B)(4)(E). SPECIFICALLY, THE ORDER FOUND THAT FROM AT LEAST JANUARY 2020 TO THE DATE OF THE ORDER, BNYMSC AND PERSHING
PERSONNEL SENT AND RECEIVED TEXT MESSAGE COMMUNICATIONS ON PLATFORMS THAT WERE NOT APPROVED FOR BUSINESS PURPOSES, MANY OF WHICH WERE NOT
PRESERVED BY BNYMSC OR PERSHING. IN NUMEROUS INSTANCES, BNYMSC AND PERSHING SUPERVISORS THEMSELVES COMMUNICATED USING THESE UNAPPROVED
COMMUNICATION PLATFORMS. IN DETERMINING TO ACCEPT BNYMSC'S AND PERSHING'S OFFERS OF SETTLEMENT, THE SEC CONSIDERED REMEDIAL ACTS PROMPTLY
UNDERTAKEN BY BNYMSC AND PERSHING AND COOPERATION AFFORDED THE COMMISSION STAFF.
8. Current Status? Pending On Appeal Final
9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Decision & Order of Offer of Settlement
11. Resolution Date (MM/DD/YYYY):
08/14/2024 Exact Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $ 40,000,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:
UNDERTAKINGS
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
BNYMSC AND PERSHING WERE (I) CENSURED; (II) ORDERED TO CEASE AND DESIST FROM COMMITTING OR CAUSING ANY VIOLATIONS AND ANY FUTURE VIOLATIONS OF
EXCHANGE ACT SECTION 17(A) AND RULE 17A-4 THEREUNDER; (III) ORDERED TO PAY A PENALTY OF $40 MILLION; AND (IV) ORDERED TO COMPLY WITH CERTAIN
UNDERTAKINGS, INCLUDING THE RETENTION OF AN INDEPENDENT COMPLIANCE CONSULTANT TO REVIEW THEIR POLICIES AND PROCEDURES RELATED TO ELECTRONIC
COMMUNICATIONS.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space
provided).
BNYMSC AND PERSHING CONSENTED TO ENTRY OF THE ORDER AND ADMITTED THE FACTS ALLEGED IN THE ORDER AND ACKNOWLEDGED THAT THEIR CONDUCT VIOLATED THE
FEDERAL SECURITIES LAWS. THE ALLEGATIONS, DISPOSITION, FINDINGS, AND SANCTIONS OF THE ORDER ARE DESCRIBED IN ITEMS 7 AND 12.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Items 11.C., 11.D., 11.E., 11.F. or 11.G. of
OR
Form ADV.
Regulatory Action
Check item(s) being responded to:
11.C(1) 11.C(2) 11.C(3) 11.C(4) 11.C(5)
11.D(1) 11.D(2) 11.D(3) 11.D(4) 11.D(5)
11.E(1) 11.E(2) 11.E(3) 11.E(4)
11.F. 11.G.
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Items 11.C., 11.D., 11.E., 11.F. or 11.G. Use only one DRP to report details related to the same event. If an event gives
rise to actions by more than one regulator, provide details for each action on a separate DRP.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
No Information Filed
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.D(4), and only if that event
occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten years
ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Regulatory Action initiated by:
SEC Other Federal State Foreign
SRO
(Full name of regulator, foreign financial regulatory authority, federal, state, or SRO)
COMMODITY FUTURES TRADING COMMISSION
2. Principal Sanction:
Cease and Desist
Other Sanctions:
MONETARY FINE, UNDERTAKING
3. Date Initiated (MM/DD/YYYY):
09/04/2025 Exact Explanation
If not exact, provide explanation:
4. Docket/Case Number:
CFTC DOCKET NO. 25-01
5. Advisory Affiliate Employing Firm when activity occurred which led to the regulatory action (if applicable):
6. Principal Product Type:
No Product
Other Product Types:
7. Describe the allegations related to this regulatory action (your response must fit within the space provided):
ON SEPTEMBER 4, 2025, THE U.S. COMMODITIES FUTURES TRADING COMMISSION ("CFTC") ISSUED A SETTLED ADMINISTRATIVE ORDER AGAINST THE BANK OF NEW YORK
MELLON ("BNYM") AND BNY MELLON SECURITIES CORPORATION ("BNYSC"), WHICH FOUND THAT BNYSC VIOLATED SECTION 4G OF THE COMMODITY EXCHANGE ACT ("CEA") AND
CFTC REGULATION 1.35(A)(3), AND THAT BYNM VIOLATED CEA SECTIONS 4S(F)(1)(B) AND 4S(G)(1) AND CFTC REGULATIONS 23.201(A)(1), 23.202(A)(1) AND (B)(1).
SPECIFICALLY, THE ORDER FOUND THAT FROM AT LEAST MAY 2020 TO SEPTEMBER 2025, BNYM AND BNYSC PERSONNEL COMMUNICATED ON PLATFORMS THAT WERE NOT
APPROVED FOR BUSINESS PURPOSES, MANY OF WHICH WERE NOT PRESERVED BY BNYM OR BNYSC. THE ORDER ALSO FOUND THAT BNYSC FAILED TO DILIGENTLY SUPERVISE ITS
ACTIVITIES IN VIOLATION OF CFTC REGULATION 166.3 AND THAT BNYM FAILED TO DILIGENTLY SUPERVISE ITS ACTIVITIES IN VIOLATION OF CEA SECTION 4S(H)(1)(B) AND CFTC
REGULATION 23.602(A).
8. Current Status? Pending On Appeal Final
9. If on appeal, regulatory action appealed to (SEC, SRO, Federal or State Court) and Date Appeal Filed:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 13 only.
10. How was matter resolved:
Decision & Order of Offer of Settlement
11. Resolution Date (MM/DD/YYYY):
09/04/2025 Exact Explanation
If not exact, provide explanation:
12. Resolution Detail:
A. Were any of the following Sanctions Ordered (check all appropriate items)?
Monetary/Fine Amount: $ 500,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions Ordered:
UNDERTAKINGS
Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
BNYM WAS ORDERED TO CEASE AND DESIST FROM VIOLATING CEA SECTIONS 4S(F)(1)(B), 4S(G)(1), AND 4S(H)(1)(B) AND CFTC REGULATIONS 23.201(A)(1), 23.202(A)(1)
AND (B)(1), AND 23.602(A); BNYSC WAS ORDERED TO CEASE AND DEIST FROM VIOLATING CEA SECTION 4G AND CFTC REGULATIONS 1.35(A)(3) AND 166.3. BNYM AND
BNYSC WERE JOINTLY ORDERED TO PAY A PENALTY OF $500,000 AND TO COMPLY WITH CERTAIN UNDERTAKINGS, INCLUDING IMPLEMENTING THE RECOMMENDATIONS OF
AN INDEPENDENT COMPLIANCE CONSULTANT.
13. Provide a brief summary of details related to the action status and (or) disposition and include relevant terms, conditions and dates (your response must fit within the space
provided).
BNYM AND BNYSC CONSENTED TO ENTRY OF THE ORDER, WITHOUT ADMITTING OR DENYING THE FINDINGS OR CONCLUSIONS THEREIN. THE ALLEGATIONS, DISPOSITION,
FINDINGS, AND SANCTIONS OF THE ORDER ARE DESCRIBED IN ITEMS 7 AND 12.
CIVIL JUDICIAL ACTION DISCLOSURE REPORTING PAGE (ADV)
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Item 11.H. of Part 1A or Item 2.F. of Part 1B
OR
of Form ADV.
Civil Judicial
Check Part 1A item(s) being responded to:
11.H(1)(a) 11.H(1)(b) 11.H(1)(c) 11.H(2)
Check Part 1B item(s) being responded to:
2.F(1) 2.F(2) 2.F(3) 2.F(4) 2.F(5)
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to report details related to the same event. Unrelated
civil judicial actions must be reported on separate DRPs.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD Number:
This advisory affiliate is a Firm an Individual
Registered:
Yes No
Name: CIBC MELLON TRUST COMPANY
(For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.H.(1)(a), and only if that
event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten
years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency, firm, private plaintiff, etc.)
UNITED STATES SECURITIES AND EXCHANGE COMMISSION ("SEC") .
2. Principal Relief Sought:
Injunction
Other Relief Sought:
CIVIL MONETARY PENALTY; DISGORGEMENT. IN A RELATED SEC ADMINISTRATIVE PROCEEDING, CMTC AGREED TO AN ORDER CENSURING THE FIRM AND AN UNDERTAKING TO
ENGAGE AN INDEPENDENT CONSULTANT TO REVIEW ITS RELEVANT BUSINESSES AND PROCEDURES.
3. Filing Date of Court Action (MM/DD/YYYY):
02/24/2005 Exact Explanation
If not exact, provide explanation:
4. Principal Product Type:
Other
Other Product Types:
TRANSFER AGENT SERVICES AND STOCK PLAN ADMINISTRATION SERVICES.
5. Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State or Country, Docket/Case Number):
U.S. DISTRICT COURT FOR THE DISTRICT OF COLUMBIA; WASHINGTON, D.C.; DOCKET NO. 1:05CV00333(PLF).
6. Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable):
7. Describe the allegations related to this civil action (your response must fit within the space provided):
SEC ALLEGED 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 VIOLATIONS OF EXCHANGE ACT SECTION 10(B) AND RULE 10B-5. SEC ALLEGED THAT CMTC (AN ENTITY THAT IS 50% OWNED BY MELLON
CANADA HOLDING COMPANY) 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 THE 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.
8. Current Status? Pending On Appeal Final
9. If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY):
10. If pending, date notice/process was served (MM/DD/YYYY):
Exact Explanation
If not exact, provide explanation:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved:
Consent
12. Resolution Date (MM/DD/YYYY):
02/24/2005 Exact Explanation
If not exact, provide explanation:
13. Resolution Detail:
A. Were any of the following Sanctions Ordered or Relief Granted(check appropriate items)?
Monetary/Fine Amount: $ 5,000,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions:
IN A RELATED SEC ADMINISTRATIVE PROCEEDING, CMTC AGREED TO AN ORDER CENSURING THE FIRM AND AN UNDERTAKING TO ENGAGE AN INDEPENDENT CONSULTANT
TO REVIEW ITS RELEVANT BUSINESSS AND PROCEDURES.
C. Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement, or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
CMTC WAS PERMANENTLY ENJOINED FROM PRESCRIBED VIOLATIONS OF SECURITIES ACT SECTION 5, EXHCANGE 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
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.
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must fit within the space
provided).
ON JANUARY 14, 2005, CMTC (AN ENTITY THAT IS 50 PERCENT OWNED BY MELLON CANADA HOLDING COMPANY) SUBMITTED A CONSENT TO ENTRY OF JUDGMENT (THE
"CONSENT") WHILCH WAS PRESENTED BY THE SEC IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF COLUMBIA (THE"COURT")ON FEBRUARY 16, 2005. IN THE
CONSENT, AND SOLELY FOR THE PURPOSE OF 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 RESOLVED THE ALLEGATIONS SET FORTH IN A COMPLAINT FILED BY THE SEC, DESCRIBED IN 7, ABOVE. THE COURT ENTERED THE FINAL JUDGMENT ON FEBRUARY 24,
2005. IN ADDITION TO THE PAYMENT OF A CIVIL MONETARY PENALTY AND DISGORGEMENT, CMTC CONSENTED TO THE ENTRY OF AN SEC ADMINISTRATIVE ORDER BASED ON THE
FINAL JUDGMENT THAT CENSURED IT AND TO AN UNDERTAKING TO ENGAGE AN INDEPENDENT CONSULTANT TO REVIEW ITS RELEVANT BUSINESSES AND PROCEDURES.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Item 11.H. of Part 1A or Item 2.F. of Part 1B
OR
of Form ADV.
Civil Judicial
Check Part 1A item(s) being responded to:
11.H(1)(a) 11.H(1)(b) 11.H(1)(c) 11.H(2)
Check Part 1B item(s) being responded to:
2.F(1) 2.F(2) 2.F(3) 2.F(4) 2.F(5)
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to report details related to the same event. Unrelated
civil judicial actions must be reported on separate DRPs.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
This advisory affiliate is a Firm an Individual
Number:
Registered:
Yes No
Name: THE BANK OF NEW YORK MELLON
CORPORATION
(For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.H.(1)(a), and only if that
event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten
years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency, firm, private plaintiff, etc.)
ATTORNEY GENERAL FOR THE STATE OF FLORIDA
2. Principal Relief Sought:
Civil Penalty(ies)/Fine(s)
Other Relief Sought:
MONEY DAMAGES
3. Filing Date of Court Action (MM/DD/YYYY):
08/11/2011 Exact Explanation
If not exact, provide explanation:
4. Principal Product Type:
Other
Other Product Types:
FOREIGN EXCHANGE SERVICES
5. Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State or Country, Docket/Case Number):
CIRCUIT COURT OF SECOND JUDICIAL CIRCUIT AND IN FOR LEON COUNTY, FLORIDA - CASE # 2009 CA 4140
6. Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable):
NOT APPLICABLE
7. Describe the allegations related to this civil action (your response must fit within the space provided):
THE LAWSUIT ALLEGES THAT THE BANK OF NEW YORK MELLON CORPORATION ("BNY MELLON") IMPROPERLY CHARGED AND REPORTED PRICES FOR STANDING INSTRUCTION
FOREIGN EXCHANGE ("FX") TRANSACTIONS EXECUTED IN CONNECTION WITH CUSTODY SERVICES PROVIDED BY BNY MELLON. THE REGISTRANT IS NOT A DEFENDANT TO THIS
ACTION.
8. Current Status? Pending On Appeal Final
9. If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY):
10. If pending, date notice/process was served (MM/DD/YYYY):
08/11/2011 Exact Explanation
If not exact, provide explanation:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved:
Dismissed
12. Resolution Date (MM/DD/YYYY):
11/18/2013 Exact Explanation
If not exact, provide explanation:
13. Resolution Detail:
A. Were any of the following Sanctions Ordered or Relief Granted(check appropriate items)?
Monetary/Fine Amount: $
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions:
C. Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement, or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must fit within the space
provided).
ON AUGUST 11, 2011, THE FLORIDA ATTORNEY GENERAL'S OFFICE FILED A COMPLAINT IN INTERVENTION IN A QUI TAM ACTION FILED AGAINST BNY MELLON, THE PARENT
COMPANY OF THE REGISTRANT. BNY MELLON BELIEVES THAT THE CLAIMS ASSERTED IN THE ACTIONS ARE WITHOUT MERIT, AND REFLECT A FUNDAMENTAL MISUNDERSTANDING
OF THE ROLE OF CUSTODIAN BANKS AND THE OPERATION OF INSTITUTIONAL FX MARKETS. BNY MELLON PLANS TO DEFEND ITSELF VIGOROUSLY ON BEHALF OF ITS
SHAREHOLDERS. ON NOVEMBER 18, 2013, THE FLORIDA ATTORNEY GENERAL'S OFFICE DISMISSED THE FLORIDA LAWSUIT WITH PREJUDICE BY AGREEMENT OF THE PARTIES.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Item 11.H. of Part 1A or Item 2.F. of Part 1B
OR
of Form ADV.
Civil Judicial
Check Part 1A item(s) being responded to:
11.H(1)(a) 11.H(1)(b) 11.H(1)(c) 11.H(2)
Check Part 1B item(s) being responded to:
2.F(1) 2.F(2) 2.F(3) 2.F(4) 2.F(5)
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to report details related to the same event. Unrelated
civil judicial actions must be reported on separate DRPs.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
This advisory affiliate is a Firm an Individual
Number:
Registered:
Yes No
Name: THE BANK OF NEW YORK MELLON
CORPORATION
(For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.H.(1)(a), and only if that
event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten
years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency, firm, private plaintiff, etc.)
ATTORNEY GENERAL OF THE COMMONWEALTH OF VIRGINIA
2. Principal Relief Sought:
Civil Penalty(ies)/Fine(s)
Other Relief Sought:
MONETARY DAMAGES
3. Filing Date of Court Action (MM/DD/YYYY):
08/11/2011 Exact Explanation
If not exact, provide explanation:
4. Principal Product Type:
Other
Other Product Types:
FOREIGN EXCHANGE SERVICES
5. Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State or Country, Docket/Case Number):
CIRCUIT COURT FOR COUNTY OF FAIRFAX, VIRGINIA - CASE # CL-2009-15377
6. Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable):
NOT APPLICABLE
7. Describe the allegations related to this civil action (your response must fit within the space provided):
THE LAWSUIT ALLEGES THAT THE BANK OF NEW YORK MELLON CORPORATION ("BNY MELLON") IMPROPERLY CHARGED AND REPORTED PRICES FOR STANDING INSTRUCTION
FOREIGN EXCHANGE ("FX") TRANSACTIONS EXECUTED IN CONNECTION WITH CUSTODY SERVICES PROVIDED BY BNY MELLON. THE REGISTRANT IS NOT A DEFENDANT TO THIS
ACTION.
8. Current Status? Pending On Appeal Final
9. If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY):
10. If pending, date notice/process was served (MM/DD/YYYY):
08/11/2011 Exact Explanation
If not exact, provide explanation:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved:
Dismissed
12. Resolution Date (MM/DD/YYYY):
11/09/2012 Exact Explanation
If not exact, provide explanation:
13. Resolution Detail:
A. Were any of the following Sanctions Ordered or Relief Granted(check appropriate items)?
Monetary/Fine Amount: $
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions:
NONE
C. Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement, or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
NOT APPLICABLE
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must fit within the space
provided).
ON AUGUST 11, 2011, THE VIRGINIA ATTORNEY GENERAL'S OFFICE FILED A COMPLAINT IN INTERVENTION IN A QUI TAM ACTION FILED AGAINST BNY MELLON, THE PARENT
COMPANY OF THE REGISTRANT. BNY MELLON BELIEVES THAT THE CLAIMS ASSERTED IN THE ACTIONS ARE WITHOUT MERIT, AND REFLECT A FUNDAMENTAL MISUNDERSTANDING
OF THE ROLE OF CUSTODIAN BANKS AND THE OPERATION OF INSTITUTIONAL FX MARKETS. BNY MELLON PLANS TO DEFEND ITSELF VIGOROUSLY ON BEHALF OF ITS
SHAREHOLDERS. ON NOVEMBER 9, 2012, THE COURT, WHICH HAD PREVIOUSLY DISMISSED ALL OF THE CLAIMS AGAINST BNY MELLON, DISMISSED THE LAWSUIT WITH
PREJUDICE BY AGREEMENT OF THE PARTIES.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Item 11.H. of Part 1A or Item 2.F. of Part 1B
OR
of Form ADV.
Civil Judicial
Check Part 1A item(s) being responded to:
11.H(1)(a) 11.H(1)(b) 11.H(1)(c) 11.H(2)
Check Part 1B item(s) being responded to:
2.F(1) 2.F(2) 2.F(3) 2.F(4) 2.F(5)
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to report details related to the same event. Unrelated
civil judicial actions must be reported on separate DRPs.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD
This advisory affiliate is a Firm an Individual
Number:
Registered:
Yes No
Name: THE BANK OF NEW YORK MELLON
CORPORATION
(For individuals, Last, First, Middle)
CRD Number:
This advisory affiliate is a Firm an Individual
Registered:
Yes No
Name: BANK OF NEW YORK MELLON
(For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.H.(1)(a), and only if that
event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten
years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency, firm, private plaintiff, etc.)
ATTORNEY GENERAL OF THE STATE OF NEW YORK
2. Principal Relief Sought:
Civil Penalty(ies)/Fine(s)
Other Relief Sought:
DISGORGEMENT, MONETARY DAMAGES, RESTRAINING ORDER, INJUNCTION, RESTITUTION
3. Filing Date of Court Action (MM/DD/YYYY):
10/04/2011 Exact Explanation
If not exact, provide explanation:
4. Principal Product Type:
Other
Other Product Types:
FOREIGN EXCHANGE SERVICES
5. Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State or Country, Docket/Case Number):
SUPREME COURT OF THE STATE OF NEW YORK, COUNTY OF NEW YORK -INDEX NO: 09/114735
6. Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable):
NOT APPLICABLE
7. Describe the allegations related to this civil action (your response must fit within the space provided):
THE LAWSUIT ALLEGES THAT THE BANK OF NEW YORK MELLON ("BNY MELLON") IMPROPERLY CHARGED AND REPORTED PRICES FOR STANDING INSTRUCTION FOREIGN
EXCHANGE ("FX") TRANSACTIONS EXECUTED IN CONNECTION WITH CUSTODY SERVICES PROVIDED BY BNY MELLON. THE REGISTRANT IS NOT A DEFENDANT TO THIS ACTION.
8. Current Status? Pending On Appeal Final
9. If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY):
10. If pending, date notice/process was served (MM/DD/YYYY):
10/04/2011 Exact Explanation
If not exact, provide explanation:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved:
Settled
12. Resolution Date (MM/DD/YYYY):
09/24/2015 Exact Explanation
If not exact, provide explanation:
BNY MELLON AND THE PLAINTIFFS REACHED A SETTLEMENT IN PRINCIPLE ON MARCH 19, 2015. THE SETTLEMENT WAS APPROVED BY JUDGE LEWIS KAPLAN OF THE U.S.
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ON SEPTEMBER 24, 2015. THE DEADLINE TO APPEAL THE APPROVAL OF THE SETTLEMENT EXPIRED ON OCTOBER
26, 2015.
13. Resolution Detail:
A. Were any of the following Sanctions Ordered or Relief Granted(check appropriate items)?
Monetary/Fine Amount: $ 167,500,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions:
C. Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement, or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
DETAILS INDICATED ABOVE.
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must fit within the space
provided).
ON OCTOBER 4, 2011, THE NEW YORK ATTORNEY GENERAL'S ("NYAG")OFFICE FILED A COMPLAINT AGAINST THE BANK OF NEW YORK MELLON CORPORATION ("BNY MELLON"),
THE PARENT COMPANY OF THE REGISTRANT. THIS COMPLAINT SUPERSEDES A QUI TAM COMPLAINT FILED BY A PRIVATE RELATOR. BNY MELLON BELIEVES THAT THE CLAIMS
ASSERTED IN THE ACTIONS ARE WITHOUT MERIT, AND REFLECT A FUNDAMENTAL MISUNDERSTANDING OF THE ROLE OF CUSTODIAN BANKS AND THE OPERATION OF
INSTITUTIONAL FX MARKETS. BNY MELLON PLANS TO DEFEND ITSELF VIGOROUSLY ON BEHALF OF ITS SHAREHOLDERS. ON DECEMBER 2, 2011, THE NYAG FILED AN AMENDED
AND SUPERSEDING COMPLAINT WHICH ADDED THE BANK OF NEW YORK MELLON (THE "BANK") AS A DEFENDANT. ON MARCH 19, 2015, BNY MELLON, THE PARENT COMPANY TO
THE REGISTRANT, ANNOUNCED THAT IT HAS RESOLVED SUBSTANTIALLY ALL OF THE FOREIGN EXCHANGE ("FX")-RELATED ACTIONS CURRENTLY PENDING AGAINST BNY MELLON,
RESULTING IN A TOTAL OF $714 MILLION IN SETTLEMENT PAYMENTS. WITH REGARD TO THIS ACTION, BNY MELLON HAS REACHED A SETTLEMENT WITH THE NEW YORK
ATTORNEY GENERAL ("NYAG"), WHICH FULLY RESOLVES THE NYAG'S OCTOBER 2011 LAWSUIT REGARDING STANDING INSTRUCTION FX TRANSACTIONS IN CONNECTION WITH
CERTAIN CUSTODY SERVICES THE BANK PROVIDED PRIOR TO EARLY 2012 TO ITS CUSTODY CLIENTS. UNDER THE TERMS OF THE SETTLEMENT, WHICH HAS BEEN APPROVED BY
THE COURT, BNY MELLON PAID THE NYAG $167.5 MILLION, AFTER WHICH A NOTICE OF DISCONTINUANCE WAS SUBMITTED TO THE COURT, AND THE BANK PROVIDED
FUNCTIONALITY ALLOWING CUSTOMERS TO COMPARE PRICING FOR THE BANK'S "DEFINED SPREAD" AND "SESSION RANGE" STANDING INSTRUCTION FX PRODUCTS.
GENERAL INSTRUCTIONS
This Disclosure Reporting Page (DRP ADV) is an INITIAL AMENDED response used to report details for affirmative responses to Item 11.H. of Part 1A or Item 2.F. of Part 1B
OR
of Form ADV.
Civil Judicial
Check Part 1A item(s) being responded to:
11.H(1)(a) 11.H(1)(b) 11.H(1)(c) 11.H(2)
Check Part 1B item(s) being responded to:
2.F(1) 2.F(2) 2.F(3) 2.F(4) 2.F(5)
Use a separate DRP for each event or proceeding . The same event or proceeding may be reported for more than one person or entity using one DRP. File with a completed Execution
Page.
One event may result in more than one affirmative answer to Item 11.H. of Part 1A or Item 2.F. of Part 1B. Use only one DRP to report details related to the same event. Unrelated
civil judicial actions must be reported on separate DRPs.
PART I
A. The person(s) or entity(ies) for whom this DRP is being filed is (are):
You (the advisory firm)
You and one or more of your
advisory affiliates
One or more of your
advisory affiliates
If this DRP is being filed for an advisory affiliate, give the full name of the advisory affiliate below (for individuals, Last name, First name, Middle name).
If the advisory affiliate has a CRD number, provide that number. If not, indicate "non-registered" by checking the appropriate box.
ADV DRP - ADVISORY AFFILIATE
CRD Number:
This advisory affiliate is a Firm an Individual
Registered:
Yes No
Name: BANK OF NEW YORK MELLON
(For individuals, Last, First, Middle)
This DRP should be removed from the ADV record because the advisory affiliate(s) is no longer associated with the adviser.
This DRP should be removed from the ADV record because: (1) the event or proceeding occurred more than ten years ago or (2) the adviser is registered or applying for
registration with the SEC or reporting as an exempt reporting adviser with the SEC and the event was resolved in the adviser's or advisory affiliate's favor.
If you are registered or registering with a state securities authority , you may remove a DRP for an event you reported only in response to Item 11.H.(1)(a), and only if that
event occurred more than ten years ago. If you are registered or registering with the SEC, you may remove a DRP for any event listed in Item 11 that occurred more than ten
years ago.
This DRP should be removed from the ADV record because it was filed in error, such as due to a clerical or data-entry mistake. Explain the circumstances:
B. If the advisory affiliate is registered through the IARD system or CRD system, has the advisory affiliate submitted a DRP (with Form ADV, BD or U-4) to the IARD or CRD for the
event? If the answer is "Yes," no other information on this DRP must be provided.
Yes No
NOTE: The completion of this form does not relieve the advisory affiliate of its obligation to update its IARD or CRD records.
PART II
1. Court Action initiated by: (Name of regulator, foreign financial regulatory authority, SRO, commodities exchange, agency, firm, private plaintiff, etc.)
UNITED STATES ATTORNEY FOR THE SOUTHERN DISTRICT OF NEW YORK
2. Principal Relief Sought:
Civil Penalty(ies)/Fine(s)
Other Relief Sought:
INJUNCTION
3. Filing Date of Court Action (MM/DD/YYYY):
10/04/2011 Exact Explanation
If not exact, provide explanation:
4. Principal Product Type:
Other
Other Product Types:
FOREIGN EXCHANGE SERVICES
5. Formal Action was brought in (include name of Federal, State or Foreign Court, Location of Court - City or County and State or Country, Docket/Case Number):
U.S. DISTRICT COURT, SOUTHERN DISTRICT OF NEW YORK; CASE # 11-06969
6. Advisory Affiliate Employing Firm when activity occurred which led to the civil judicial action (if applicable):
NOT APPLICABLE
7. Describe the allegations related to this civil action (your response must fit within the space provided):
THE LAWSUIT ALLEGES THAT THE BANK OF NEW YORK MELLON ("THE BANK") IMPROPERLY CHARGED AND REPORTED PRICES FOR STANDING INSTRUCTION FOREIGN EXCHANGE
("FX") TRANSACTIONS EXECUTED IN CONNECTION WITH CUSTODY SERVICES PROVIDED BY THE BANK. THE REGISTRANT IS NOT A DEFENDANT TO THIS ACTION.
8. Current Status? Pending On Appeal Final
9. If on appeal, action appealed to (provide name of court) and Date Appeal Filed (MM/DD/YYYY):
10. If pending, date notice/process was served (MM/DD/YYYY):
10/24/2011 Exact Explanation
If not exact, provide explanation:
If Final or On Appeal, complete all items below. For Pending Actions, complete Item 14 only.
11. How was matter resolved:
Settled
12. Resolution Date (MM/DD/YYYY):
09/24/2015 Exact Explanation
If not exact, provide explanation:
BNY MELLON AND THE PLAINTIFFS REACHED A SETTLEMENT IN PRINCIPLE ON MARCH 19, 2015. THE SETTLEMENT WAS APPROVED BY JUDGE LEWIS KAPLAN OF THE U.S.
DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK ON SEPTEMBER 24, 2015. THE DEADLINE TO APPEAL THE APPROVAL OF THE SETTLEMENT EXPIRED ON OCTOBER
26, 2015.
13. Resolution Detail:
A. Were any of the following Sanctions Ordered or Relief Granted(check appropriate items)?
Monetary/Fine Amount: $ 167,500,000.00
Revocation/Expulsion/Denial Disgorgement/Restitution
Censure Cease and Desist/Injunction
Bar Suspension
B. Other Sanctions:
THE BANK AGREED TO MAKE A NUMBER OF FACTUAL STATEMENTS IN CONNECTION WITH THE SETTLEMENT WITH THE U.S. ATTORNEY'S OFFICE FOR THE SOUTHERN
DISTRICT OF NEW YORK.
C. Sanction detail: if suspended, enjoined or barred, provide duration including start date and capacities affected (General Securities Principal, Financial Operations Principal,
etc.). If requalification by exam/retraining was a condition of the sanction, provide length of time given to requalify/retrain, type of exam required and whether condition
has been satisfied. If disposition resulted in a fine, penalty, restitution, disgorgement, or monetary compensation, provide total amount, portion levied against you or an
advisory affiliate, date paid and if any portion of penalty was waived:
DETAILS INDICATED ABOVE.
14. Provide a brief summary of circumstances related to the action(s), allegation(s), disposition(s) and/or finding(s) disclosed above (your response must fit within the space
provided).
ON OCTOBER 4, 2011, THE U.S. ATTORNEY'S OFFICE FOR THE SOUTHERN DISTRICT OF NEW YORK FILED A COMPLAINT IN INTERVENTION IN A QUI TAM ACTION FILED AGAINST
BNY MELLON, THE PARENT COMPANY OF THE REGISTRANT. BNY MELLON BELIEVES THAT THE CLAIMS ASSERTED IN THE ACTIONS ARE WITHOUT MERIT, AND REFLECT A
FUNDAMENTAL MISUNDERSTANDING OF THE ROLE OF CUSTODIAN BANKS AND THE OPERATION OF INSTITUTIONAL FX MARKETS. BNY MELLON PLANS TO DEFEND ITSELF
VIGOROUSLY ON BEHALF OF ITS SHAREHOLDERS. NOTE: UPON THE FILING OF AN AMENDED COMPLAINT ON FEBRUARY 16, 2012, THE ACTION WAS EFFECTIVELY DISMISSED
AGAINST THE BANK OF NEW YORK MELLON CORPORATION ("BNYMC"). THE PLAINTIFF AGREED TO SUBSTITUTE THE BANK OF NEW YORK MELLON ("BNYM"), THE BROKER-
DEALER'S BANK AFFILIATE FOR BNYMC IN RECOGNITION THAT BNYMC IS NOT A PROPER DEFENDANT IN THIS ACTION AND BNYM IS THE PROPER PARTY. THIS SUBSTITUTION WAS
CONDUCTED WITHOUT PREJUDICE. UPDATE: ON MARCH 19, 2015, THE BANK OF NEW YORK MELLON CORPORATION, THE PARENT COMPANY TO THE REGISTRANT, ("BNY
MELLON"), ANNOUNCED THAT IT HAS RESOLVED SUBSTANTIALLY ALL OF THE FOREIGN EXCHANGE ("FX")-RELATED ACTIONS CURRENTLY PENDING AGAINST BNY MELLON AND THE
BANK, RESULTING IN A TOTAL OF $714 MILLION IN SETTLEMENT PAYMENTS. WITH REGARD TO THIS ACTION, THE BANK HAS REACHED A SETTLEMENT WITH THE U.S. ATTORNEY'S
OFFICE FOR THE SOUTHERN DISTRICT OF NEW YORK ("USAO-SDNY") WHICH FULLY RESOLVES THE USAO-SDNY'S LAWSUIT REGARDING STANDING INSTRUCTION FX
TRANSACTIONS IN CONNECTION WITH CERTAIN CUSTODY SERVICES THE BANK PROVIDED PRIOR TO EARLY 2012 TO ITS CUSTODY CLIENTS. UNDER THE TERMS OF THE
SETTLEMENT, WHICH HAS BEEN APPROVED BY THE COURT, THE BANK PAID $167.5 MILLION TO THE USAO-SDNY AND PROVIDED FUNCTIONALITY ALLOWING CUSTOMERS TO
COMPARE PRICING FOR THE BANK'S "DEFINED SPREAD" AND "SESSION RANGE" STANDING INSTRUCTION FX PRODUCTS.
Part 2
Exemption from brochure delivery requirements for SEC-registered advisers
SEC rules exempt SEC-registered advisers from delivering a firm brochure to some kinds of clients. If these exemptions excuse you from delivering a brochure to all of your advisory
clients, you do not have to prepare a brochure.
Yes No
Are you exempt from delivering a brochure to all of your clients under these rules?
If no, complete the ADV Part 2 filing below.
Amend, retire or file new brochures:
Part 3
CRS Type(s) Affiliate Info Retire
Dual
Execution Pages
DOMESTIC INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all
amendments.
Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint the Secretary of State or other legally designated officer, of the state in which you
maintain your principal office and place of business and any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may
accept service on your behalf, of any notice, subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such
service may be made by registered or certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction
of the United States, if the action, proceeding, or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the
United States, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the
Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of the state in which you maintain your
principal office and place of business or of any state in which you are submitting a notice filing.
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the investment adviser. The investment adviser and I both certify, under penalty of perjury under the
laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and correct, and that I
am signing this Form ADV Execution Page as a free and voluntary act.
I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these
books and records to make them available to federal and state regulatory representatives.
Signature: Date: MM/DD/YYYY
JOHN WILLIAM HUNTER JR. 06/17/2026
Printed Name: Title:
JOHN WILLIAM HUNTER JR. CHIEF COMPLIANCE OFFICER
Adviser CRD Number:
231
NON-RESIDENT INVESTMENT ADVISER EXECUTION PAGE
You must complete the following Execution Page to Form ADV. This execution page must be signed and attached to your initial submission of Form ADV to the SEC and all
amendments.
1. Appointment of Agent for Service of Process
By signing this Form ADV Execution Page, you, the undersigned adviser, irrevocably appoint each of the Secretary of the SEC, and the Secretary of State or other legally designated
officer, of any other state in which you are submitting a notice filing, as your agents to receive service, and agree that such persons may accept service on your behalf, of any notice,
subpoena, summons, order instituting proceedings, demand for arbitration, or other process or papers, and you further agree that such service may be made by registered or
certified mail, in any federal or state action, administrative proceeding or arbitration brought against you in any place subject to the jurisdiction of the United States, if the action,
proceeding or arbitration (a) arises out of any activity in connection with your investment advisory business that is subject to the jurisdiction of the United States, and (b) is founded,
directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of
1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these acts, or (ii) the laws of any state in which you are submitting a notice filing.
2. Appointment and Consent: Effect on Partnerships
If you are organized as a partnership, this irrevocable power of attorney and consent to service of process will continue in effect if any partner withdraws from or is admitted to the
partnership, provided that the admission or withdrawal does not create a new partnership. If the partnership dissolves, this irrevocable power of attorney and consent shall be in
effect for any action brought against you or any of your former partners.
3. Non-Resident Investment Adviser Undertaking Regarding Books and Records
By signing this Form ADV, you also agree to provide, at your own expense, to the U.S. Securities and Exchange Commission at its principal office in Washington D.C., at any Regional
or District Office of the Commission, or at any one of its offices in the United States, as specified by the Commission, correct, current, and complete copies of any or all records that
you are required to maintain under Rule 204-2 under the Investment Advisers Act of 1940. This undertaking shall be binding upon you, your heirs, successors and assigns, and any
person subject to your written irrevocable consents or powers of attorney or any of your general partners and managing agents.
Signature
I, the undersigned, sign this Form ADV on behalf of, and with the authority of, the non-resident investment adviser. The investment adviser and I both certify, under penalty of
perjury under the laws of the United States of America, that the information and statements made in this ADV, including exhibits and any other information submitted, are true and
correct, and that I am signing this Form ADV Execution Page as a free and voluntary act.
I certify that the adviser's books and records will be preserved and available for inspection as required by law. Finally, I authorize any person having custody or possession of these
books and records to make them available to federal and state regulatory representatives.
Signature: Date: MM/DD/YYYY
Printed Name: Title:
Adviser CRD Number:
231