0001390777-16-000177.txt : 20160201 0001390777-16-000177.hdr.sgml : 20160201 20160201160941 ACCESSION NUMBER: 0001390777-16-000177 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20160201 DATE AS OF CHANGE: 20160201 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: DUN & BRADSTREET CORP/NW CENTRAL INDEX KEY: 0001115222 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-CONSUMER CREDIT REPORTING, COLLECTION AGENCIES [7320] IRS NUMBER: 223725387 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60103 FILM NUMBER: 161377347 BUSINESS ADDRESS: STREET 1: 103 JFK PARKWAY STREET 2: 103 JFK PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 BUSINESS PHONE: 9739215500 MAIL ADDRESS: STREET 1: 103 JFK PARKWAY STREET 2: 103 JFK PARKWAY CITY: SHORT HILLS STATE: NJ ZIP: 07078 FORMER COMPANY: FORMER CONFORMED NAME: NEW D&B CORP DATE OF NAME CHANGE: 20000523 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Bank of New York Mellon Corp CENTRAL INDEX KEY: 0001390777 STANDARD INDUSTRIAL CLASSIFICATION: STATE COMMERCIAL BANKS [6022] IRS NUMBER: 132614959 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 225 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 212-495-1784 MAIL ADDRESS: STREET 1: 225 LIBERTY STREET CITY: NEW YORK STATE: NY ZIP: 10286 FORMER COMPANY: FORMER CONFORMED NAME: Bank of New York Mellon CORP DATE OF NAME CHANGE: 20070221 SC 13G/A 1 dunbradstreet.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.1)* NAME OF ISSUER: The Dun & Bradstreet Corporation TITLE OF CLASS OF SECURITIES: Common Stock CUSIP NUMBER: 26483E100 DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: December 31, 2015 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be 'filed' for the purpose of Section 18 of the Securities Exchange Act of 1934 ('Act') or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP NUMBER: 26483E100 (1) Names of Reporting Persons The Bank of New York Mellon Corporation IRS Identification Nos. of Above Persons IRS No.13-2614959 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC use only (4) Citizenship or Place of Organization New York Number of Shares (5) Sole Voting Power 2,740,934 Beneficially Owned by Each (6) Shared Voting Power 0 Reporting Person With (7) Sole Dispositive Power 3,017,938 (8) Shared Dispositive Power 1,766 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 3,062,991 (10) Check if the Aggregated Amount in Row (9) Excludes Certain Shares (see Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 8.48% (12) Type of Reporting Person (See Instructions) HC CUSIP NUMBER: 26483E100 (1) Names of Reporting Persons MBC Investments Corporation IRS Identification Nos. of Above Persons IRS No.51-0301132 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC use only (4) Citizenship or Place of Organization Delaware Number of Shares (5) Sole Voting Power 2,496,101 Beneficially Owned by Each (6) Shared Voting Power 0 Reporting Person With (7) Sole Dispositive Power 2,856,267 (8) Shared Dispositive Power 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,856,267 (10) Check if the Aggregated Amount in Row (9) Excludes Certain Shares (see Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 7.90% (12) Type of Reporting Person (See Instructions) HC CUSIP NUMBER: 26483E100 (1) Names of Reporting Persons BNY Mellon Investment Management (Jersey) Limited IRS Identification Nos. of Above Persons IRS No. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC use only (4) Citizenship or Place of Organization Jersey Number of Shares (5) Sole Voting Power 2,374,453 Beneficially Owned by Each (6) Shared Voting Power 0 Reporting Person With (7) Sole Dispositive Power 2,664,736 (8) Shared Dispositive Power 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,664,736 (10) Check if the Aggregated Amount in Row (9) Excludes Certain Shares (see Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 7.37% (12) Type of Reporting Person (See Instructions) HC CUSIP NUMBER: 26483E100 (1) Names of Reporting Persons BNY Mellon Investment Management (Europe) Limited IRS Identification Nos. of Above Persons IRS No. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC use only (4) Citizenship or Place of Organization London Number of Shares (5) Sole Voting Power 2,374,453 Beneficially Owned by Each (6) Shared Voting Power 0 Reporting Person With (7) Sole Dispositive Power 2,664,736 (8) Shared Dispositive Power 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,664,736 (10) Check if the Aggregated Amount in Row (9) Excludes Certain Shares (see Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 7.37% (12) Type of Reporting Person (See Instructions) HC CUSIP NUMBER: 26483E100 (1) Names of Reporting Persons BNY Mellon Investment Management Europe Holdings limited IRS Identification Nos. of Above Persons IRS No. (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC use only (4) Citizenship or Place of Organization London Number of Shares (5) Sole Voting Power 2,374,453 Beneficially Owned by Each (6) Shared Voting Power 0 Reporting Person With (7) Sole Dispositive Power 2,664,736 (8) Shared Dispositive Power 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,664,736 (10) Check if the Aggregated Amount in Row (9) Excludes Certain Shares (see Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 7.37% (12) Type of Reporting Person (See Instructions) HC CUSIP NUMBER: 26483E100 (1) Names of Reporting Persons BNY Mellon International Asset Management Group Limited IRS Identification Nos. of Above Persons IRS No.98-0464992 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC use only (4) Citizenship or Place of Organization London Number of Shares (5) Sole Voting Power 2,374,453 Beneficially Owned by Each (6) Shared Voting Power 0 Reporting Person With (7) Sole Dispositive Power 2,664,736 (8) Shared Dispositive Power 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,664,736 (10) Check if the Aggregated Amount in Row (9) Excludes Certain Shares (see Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 7.37% (12) Type of Reporting Person (See Instructions) HC CUSIP NUMBER: 26483E100 (1) Names of Reporting Persons Newton Management Limited IRS Identification Nos. of Above Persons IRS No.98-0196145 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC use only (4) Citizenship or Place of Organization London Number of Shares (5) Sole Voting Power 2,374,453 Beneficially Owned by Each (6) Shared Voting Power 0 Reporting Person With (7) Sole Dispositive Power 2,664,736 (8) Shared Dispositive Power 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,664,736 (10) Check if the Aggregated Amount in Row (9) Excludes Certain Shares (see Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 7.37% (12) Type of Reporting Person (See Instructions) HC CUSIP NUMBER: 26483E100 (1) Names of Reporting Persons Newton Investment Management Limited IRS Identification Nos. of Above Persons IRS No.98-0196228 (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ( ) (b) ( ) (3) SEC use only (4) Citizenship or Place of Organization London Number of Shares (5) Sole Voting Power 2,348,565 Beneficially Owned by Each (6) Shared Voting Power 0 Reporting Person With (7) Sole Dispositive Power 2,423,669 (8) Shared Dispositive Power 0 (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,423,669 (10) Check if the Aggregated Amount in Row (9) Excludes Certain Shares (see Instructions) ( ) (11) Percent of Class Represented by Amount in Row (9) 6.71% (12) Type of Reporting Person (See Instructions) IA SCHEDULE 13G Item 1(a) Name of Issuer: The Dun & Bradstreet Corporation Item 1(b) Address of Issuer's Principal Executive Office: 103 JFK Parkway Short Hills, NJ 07078 United States Item 2(a) Name of Person Filing: The Bank of New York Mellon Corporation and any other reporting person(s) identified on the second part of the cover page(s) and Exhibit I Item 2(b) Address of Principal Business Office, or if None, Residence: C/O The Bank of New York Mellon Corporation 225 Liberty Street New York, New York 10286 (for all reporting persons) Item 2(c) Citizenship: See cover page and Exhibit I Item 2(d) Title of Class of Securities: Common Stock CUSIP Number 26483E100 Item 3 See Item 12 of cover page(s) ("Type of Reporting Person ") for each reporting person. Symbol Category BD = Broker or Dealer registered under Section 15 of the Securities Exchange Act of 1934 BK = Bank as defined in Section 3(a)(6) of the Securities Exchange Act of 1934 IV = Investment Company registered under Section 8 of the Investment Company Act of 1940 IA = Investment Advisor registered under Section 203 of the Investment Advisors Act of 1940 EP = Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see Section 240.13 - d(1)(b)(1)(ii)(F) HC = Parent Holding Company, in accordance with Section 240.13-d(1)(b)(1)(ii)(G) Item 4 Ownership: See Item 5 through 9 and 11 of cover page(s) as to each reporting person. The amount beneficially owned includes, where appropriate, securities not outstanding which are subject to options, warrants, rights or conversion privileges that are exercisable within 60 days. The securities reported herein as beneficially owned may exclude securities of the issuer with respect to which voting and/or dispositive power is exercised by subsidiaries of The Bank of New York Mellon Corporation, or departments or units thereof, independently from the exercise of those powers over the securities reported herein. See SEC Release No. 34-39538 (January 12, 1998). The filing of this Schedule 13G shall not be construed as an admission that The Bank of New York Mellon Corporation, or its direct or indirect subsidiaries, including The Bank of New York Mellon and BNY Mellon, National Association, are for the purposes of Section 13(d) or 13(g) of the Act, the beneficial owners of any securities covered by this Schedule 13G. The following information applies if checked: ( ) The Bank of New York Mellon and/or ( ) The Bank of New York Mellon Trust Company, National Association is/are the trustee of the issuer's employee benefit plan (the Plan), which is subject to ERISA. The securities reported include all shares held of record by such reporting person(s) as trustee of the Plan which have not been allocated to the individual accounts of employee participants in the Plan. The reporting person, however, disclaims beneficial ownership of all shares that have been allocated to the individual accounts of employee participants in the Plan for which directions have been received and followed. Item 5 Ownership of Five Percent or Less of a Class: If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ( ) Item 6 Ownership of More than Five Percent on Behalf of Another Person: All of the securities are beneficially owned by The Bank of New York Mellon Corporation and its direct or indirect subsidiaries in their various fiduciary capacities. As a result, another entity in every instance is entitled to dividends or proceeds of sale. The number of individual accounts holding an interest of 5% or more is ( ) Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported by the Parent Holding Company: See Exhibit I. Item 8 Identification and Classification of Members of the Group: N/A Item 9 Notice of Dissolution of Group: N/A Item 10 Certification: By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. This filing is signed by The Bank of New York Mellon Corporation on behalf of all reporting entities pursuant to Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended. Date: February 1, 2016 THE BANK OF NEW YORK MELLON CORPORATION By: /s/ NICHOLAS R. DARROW -------------------------- Nicholas R. Darrow Senior Vice President Attorney-In-Fact for The Bank of New York Mellon Corporation EXHIBIT I The shares reported on the attached Schedule 13G are beneficially owned by the following direct or indirect subsidiaries of The Bank of New York Mellon Corporation, as marked (X): (A) The Item 3 classification of each of the subsidiaries listed below is "Item 3(b) Bank as defined in Section 3(a)(6) of the Act" (15 U.S.C. 78c) or "Item 3(j)A non-U.S. institution in accordance with Rule 240.13d-1 (b)(1)(ii)(J)" (X) The Bank of New York Mellon ( ) The Bank of New York Mellon Trust Company, National Association (X) BNY Mellon, National Association (X) BNY Mellon Trust of Delaware (B) The Item 3 classification of each of the subsidiaries listed below is "Item 3(e) An investment adviser in accordance with Section 240.13d-1 (b)(1)(ii)(E)" or "Item 3(j) A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J)" ( ) BNY Mellon ARX Investimentos Ltda (parent holding company of BNY Mellon Ativos Financeiros Ltda) ( ) The Boston Company Asset Management LLC (X) The Dreyfus Corporation (parent holding company of MBSC Securities Corporation) ( ) Insight Investment Management (Global) Limited (X) Lockwood Advisors, Inc. (X) Mellon Capital Management Corporation (X) Newton Capital Management Limited (X) Newton Investment Management Limited ( ) Standish Mellon Asset Management Company LLC ( ) CenterSquare Investment Management, Inc. ( ) CenterSquare Investment Management Holdings, Inc. ( ) Walter Scott & Partners Limited ( ) BNY Mellon Wealth Management, Advisory Services, Inc. ( ) BNY Mellon Trust Company(Cayman) Limited ( ) BNY Mellon Investment Management Cayman Limited ( ) Cutwater Asset Management Corporation ( ) Cutwater Investor Services Corporation (C) The Item 3 classification of each of the subsidiaries listed below is "Item 3(a) Broker or dealer registered under Section 15 of the Act" (15 U.S.C. 78c) or "Item 3(j) A non-U.S. institution in accordance with Rule 240.13d-1(b)(1)(ii)(J)" ( ) BNY Mellon Capital Markets, LLC. (X) MBSC Securities Corporation (X) Pershing LLC (D) The Item 3 classification of each of the subsidiaries listed below is "Item 3(g) a parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G)" (X) The Bank of New York Mellon Corporation (X) B.N.Y. Holdings (Delaware) Corporation (parent holding company of BNY Mellon Trust of Delaware) ( ) Insight Investment Management Limited (parent holding company of Insight Investment Management (Global) Limited) ( ) MAM (MA) Holding Trust (parent holding company of Standish Mellon Asset Management Company LLC; The Boston Company Asset Management LLC) (X) MBC Investments Corporation (parent holding company of Mellon Capital Management Corporation;BNY Mellon Investment Management (Jersey) Ltd.) (X) BNY Mellon Investment Management (Jersey) Ltd. (parent holding company of BNY Mellon Investment Management (Europe) Ltd.) (X) BNY Mellon Investment Management (Europe) Ltd. (parent holding company of BNY Mellon Investment Management Europe Holdings Ltd.; BNY Mellon Investment Management Cayman Limited) (X) BNY Mellon Investment Management Europe Holdings Ltd. (parent holding company of BNY Mellon International Asset Management Group Limited) (X) BNY Mellon International Asset Management Group Limited (parent holding company of Newton Management Limited; BNY Mellon International Asset Management (Holdings) Limited; Insight Investment Management Limited) ( ) BNY Mellon Asset Management International Holdings Limited (parent holding company of BNY Mellon Asset Management Japan Limited) ( ) Mellon Overseas Investment Corporation (parent holding company to BNY Mellon Servicos Financeiros Distribuidora de Titulos e Valores Mobiliarios S.A. and (indirect) BNY Mellon Gestao de Patrimonio Ltda Mellon Canada Holding Company) (X) Newton Management Limited (parent holding company of Newton Capital Management Limited; Newton Investment Management Limited) (X) Pershing Group LLC (parent holding company of Lockwood Advisors, Inc. and Pershing LLC) ( ) The Bank of New York Mellon SA/NV (parent holding company of BNY Mellon Service Kapitalanlage-Gesellschaft mbH) ( ) BNY Mellon International Asset Management (Holdings) Limited (parent holding company of BNY Mellon International Asset Management (Holdings) No. 1 Limited) ( ) BNY Mellon International Asset Management (Holdings) No. 1 Limited (parent holding company of Walter Scott & Partners Limited) ( ) Mellon Canada Holding Company (parent holding company of BNY Mellon Wealth Management, Advisory Services, Inc) ( ) BNY International Financing Corporation (parent holding company of BNY Mellon Trust Company (Cayman) Limited) ( ) BNY Capital Markets Holdings, Inc. (parent holding company of BNY Mellon Capital Markets, LLC.) ( ) Cutwater Holdings LLC (parent holding company of Cutwater Asset Management Corporation; Cutwater Investor Services Corporation) NOTE: ALL OF THE LEGAL ENTITIES LISTED UNDER (A), (B), (C) AND (D) ABOVE ARE DIRECT OR INDIRECT SUBSIDIARIES OF THE BANK OF NEW YORK MELLON CORPORATION. BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS BY ANY ONE OF THE SUBSIDIARIES OR INTERMEDIATE PARENT HOLDING COMPANIES LISTED ABOVE IS REPORTED ON A JOINT REPORTING PERSON PAGE FOR THAT SUBSIDIARY ON THE ATTACHED SCHEDULE 13G AND IS INCORPORATED IN THE TOTAL PERCENT OF CLASS REPORTED ON THE BANK OF NEW YORK MELLON CORPORATION'S REPORTING PERSON PAGE. (DO NOT ADD THE SHARES OR PERCENT OF CLASS REPORTED ON EACH JOINT REPORTING PERSON PAGE ON THE ATTACHED SCHEDULE 13G TO DETERMINE THE TOTAL PERCENT OF CLASS FOR THE BANK OF NEW YORK MELLON CORPORATION). POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS that each of the undersigned (each a "Company") does hereby make, constitute and appoint each of Kenneth J. Bradle, John E. Thomas, Jr., Nicholas R. Darrow, (and any other employee of The Bank of New York Mellon Corporation, or one of its affiliates, designated in writing by one of the attorneys-in-fact), acting individually, its true and lawful attorney, to execute and deliver in its name and on its behalf, whether the Company is acting individually or as representative of others, any and all filings, be they written or oral, required to be made by the Company with respect to securities which may be deemed to be beneficially owned by the Company or under the Company's investment discretion under: *the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including those filings required to be submitted on Form 13F, Schedule 13G and Form SH, and *the laws of any jurisdiction other than the United States of America, including those filings made to disclose securities holdings as required to be submitted to regulatory agencies, exchanges and/or issuers, giving and granting unto each said attorney-in-fact power and authority to correspond with issuers, regulatory authorities, and other entities as is required in support of the filings referenced above, and to act in the premises as fully and to all intents and purposes as the Company might or could do to comply with the applicable regulations if personally present by one of its authorized signatories (including, but not limited to, instructing local counsel on a Company's behalf), hereby ratifying and confirming all that said attorney-in-fact shall lawfully do or cause to be done by virtue hereof. THIS POWER OF ATTORNEY shall remain in full force and effect until either revoked in writing by the Company or until such time as the person or persons to whom power of attorney has been hereby granted cease(s) to be an employee of The Bank of New York Mellon Corporation or one of its affiliates. This Power of Attorney may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the date set forth below. ----------------------------------------------------------------------------- | Banks/Bank Holding Companies | ----------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON BNY MELLON, NATIONAL ASSOCIATION CORPORATION By: /S/ RONALD P. O'HANLEY By: /S/ GERALD L. HASSELL ---------------------- --------------------- Ronald P. O'Hanley Gerald L. Hassell Vice Chairman President Date: October 12, 2009 Date: October 12, 2009 THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON By: /S/ GERALD L. HASSELL By: /S/ DONALD R. MONKS ---------------------- --------------------- Gerald L. Hassell Donald R. Monks President Vice Chairman Date: October 12, 2009 Date: October 12, 2009 THE BANK OF NEW YORK MELLON TRUST THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION COMPANY, NATIONAL ASSOCIATION By: /S/ KAREN A. BAYZ By: /S/ JOHN A. PARK ---------------------- --------------------- Karen A. Bayz John A. Park Managing Director and Executive Vice President Chief Financial Officer Date: October 13, 2009 Date: October 9, 2009 BNY MELLON TRUST OF DELAWARE BNY MELLON TRUST OF DELAWARE By: /S/ DAVID B. KUTCH By: /S/ DONALD R. MONKS ---------------------- --------------------- David B. Kutch Donald R. Monks Chairman and Senior Executive Vice President Chief Executive Officer Date: October 12, 2009 Date: October 12, 2009 ----------------------------------------------------------------------------- | Investment Advisers and/or Broker-Dealers | ----------------------------------------------------------------------------- PERSHING LLC BNY MELLON CAPITAL MARKETS By: /S/ GARY JOHNSON By: /S/ GARY STRUMERYER --------------------- ---------------------- Gary Johnson Gary Strumeyer Managing Director President Date: December 10, 2010 Date: January 31, 2014 BNY MELLON ARX INVESTIMENTOS LTDA BNY MELLON ARX INVESTIMENTOS LTDA By: /S/ JOSE CARLOS LOPES XAVIER By: /S/ MARCELO PERIERA DA SILVA DE OLIVEIRA ---------------------- --------------------- Jose Carlos Lopes Xavier De Oliveira Marcelo Periera da Silva Chief Executive Officer Chief Financial Officer Date: January 4, 2010 Date: January 4, 2010 BNY MELLON SERVICOS FINANCEIROS BNY MELLON SERVICOS FINANCEIROS DISTRIBUIDORA DE TITULOS E VALORES DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS S.A MOBILIARIOS S.A By: /S/ JOSE CARLOS LOPES XAVIER By: /S/ MARCELO PERIERA DA SILVA DE OLIVEIRA ---------------------- --------------------- Jose Carlos Lopes Xavier De Oliveira Marcelo Periera da Silva Chief Executive Officer Chief Financial Officer Date: January 4, 2010 Date: January 4, 2010 BNY MELLON ARX ATIVOS FINANCEIROS BNY MELLON ARX ATIVOS FINANCEIROS LTDA LTDA By: /S/ JOSE CARLOS LOPES XAVIER By: /S/ MARCELO PERIERA DA SILVA DE OLIVEIRA ---------------------- --------------------- Jose Carlos Lopes Xavier De Oliveira Marcelo Periera da Silva Chief Executive Officer Chief Financial Officer Date: January 4, 2010 Date: January 4, 2010 BNY MELLON GESTAO DE PATRIMONIO LTDA BNY MELLON GESTAO DE PATRIMONIO LTDA By: /S/ JOSE CARLOS LOPES XAVIER By: /S/ MARCELO PERIERA DA SILVA DE OLIVEIRA ---------------------- --------------------- Jose Carlos Lopes Xavier De Oliveira Marcelo Periera da Silva Chief Executive Officer Chief Financial Officer Date: January 4, 2010 Date: January 4, 2010 THE BOSTON COMPANY ASSET MANAGEMENT THE BOSTON COMPANY ASSET MANAGEMENT LLC LLC By: /S/ DAVE CAMERON By: /S/ JOSEPH P. GENNACO ---------------------- --------------------- Dave Cameron Joseph P. Gennaco Chairman, President and Executive Vice President Chief Executive Officer and Chief Operating Officer Date: October 12, 2009 Date: October 12, 2009 BNY MELLON ASSET MANAGEMENT JAPAN BNY MELLON ASSET MANAGEMENT JAPAN LIMITED LIMITED By: /S/ SHOGO YAMAGUCHI By: /S/ DAVID JIANG ---------------------- --------------------- Shogo Yamaguchi David Jiang President and Chairman and Representative Director Representative Director Date: December 29,2009 Date: December 29,2009 THE DREYFUS CORPORATION INSIGHT INVESTMENT (Global) MANAGEMENT LIMITED By: /S/ JAMES BITETTO By: /s/ CHARLES FARQUHARSON ---------------------- ---------------------- James Bitetto Charles Farquharson Corporate Secretary Chief Risk Officer Date: October 7, 2009 Date: December 04, 2009 LOCKWOOD ADVISORS, INC. By: /S/ DON MARCHESIELLO ---------------------- Don Marchesiello President Date: October 6, 2009 MELLON CAPITAL MANAGEMENT MBSC SECURITIES CORPORATION CORPORATION By: /S/ CHARLES J. JACKLIN By: /S/ KENNETH J. BRADLE ---------------------- --------------------- Charles J. Jacklin Kenneth J. Bradle President and CEO President Date: October 8, 2009 Date: October 28, 2009 NEWTON INVESTMENT MANAGEMENT LIMITED NEWTON CAPITAL MANAGEMENT LIMITED By: /S/ ANDREW DOWNS By: /S/ ANDREW DOWNS ---------------------- --------------------- Andrew Downs Andrew Downs Chief Operating Officer Chief Operating Officer Date: November 6, 2009 Date: November 6, 2009 STANDISH MELLON ASSET MANAGEMENT PERSHING GROUP LLC COMPANY LLC By: /S/ DESMOND MAC INTYRE By: /S/ BRIAN T. SHEA ---------------------- --------------------- Desmond Mac Intyre Brian T. Shea President and CEO Managing Director Date: November 19, 2009 Date: October 9, 2009 CENTERSQUARE INVESTMENT MANAGEMENT CENTERSQUARE INVESTMENT MANAGEMENT, HOLDINGS, INC. INC. By: /S/ R. JOSEPH LAW By: /S/ R. JOSEPH LAW ---------------------- ---------------------- R. Joseph Law R. Joseph Law Chief Financial and Chief Financial and Compliance Officer Compliance Officer Date: June 26, 2013 Date: June 26, 2013 WALTER SCOTT & PARTNERS LIMITED WALTER SCOTT & PARTNERS LIMITED By: /S/ ANNA NICHOLL By: /S/ CAROL-ANN FRASER ---------------------- --------------------- Anna Nicholl Carol-Ann Fraser Chief Compliance Officer Compliance Officer Date: October 8, 2009 Date: October 8, 2009 BNY MELLON WEALTH MANAGEMENT, BNY MELLON TRUST COMPANY ADVISORY SERVICES, INC. (CAYMAN) LIMITED By: /S/ MARIE-CLAUDE LEPAGE By: /S/ DONALD J. HEBERLE ---------------------- --------------------- Marie-Claude Lepage Donald J. Heberle Chief Compliance Officer Executive Vice President Date: May 16, 2013 Date: December 5, 2012 BNY MELLON INVESTMENT MANAGEMENT CUTWATER ASSET MANAGEMENT CAYMAN LTD. CORPORATION By: /S/ BRENDON J. DONNELLAN By: /S/ CLIFFORD CORSO ---------------------- -------------------- Brendon J.Donnellan Clifford Corso Director Chief Executive Officer Date: June 16, 2013 Date: March 16, 2015 CUTWATER INVESTOR SERVICES CORPORATION By: /S/ CLIFFORD CORSO --------------------- Clifford Corso Chief Executive Officer Date: March 16, 2015 ----------------------------------------------------------------------------- | Parent Holding Companies/Control Persons | ----------------------------------------------------------------------------- B.N.Y. HOLDINGS (DELAWARE) CORPORATION By: /S/ JOHN A. PARK ---------------------- John A. Park Senior Vice President Date: October 9, 2009 BNY MELLON ASSET MANAGEMENT BNY MELLON ASSET MANAGEMENT INTERNATIONAL HOLDINGS LIMITED INTERNATIONAL HOLDINGS LIMITED By: /S/ GREG BRISK By: /S/ SHONA SPENCE ---------------------- --------------------- Greg Brisk Shona Spence Director Director Date: October 12, 2009 Date: October 15, 2009 BNY MELLON INTERNATIONAL ASSET MANAGEMENT GROUP LIMITED By: /S/ JEREMY N. BASSIL ---------------------- Jeremy N. Bassil Director Date: October 13, 2009 MAM (MA) HOLDING TRUST MBC INVESTMENTS CORPORATION By: /S/ RONALD P. O'HANLEY By: /S/ GORDON MOTTER ---------------------- --------------------- Ronald P. O'Hanley Gordon Motter President Chairman, President and CEO Date: October 9, 2009 Date: October 9, 2009 NEWTON MANAGEMENT LIMITED NEWTON MANAGEMENT LIMITED By: /S/ HELENA MORRISSEY By: /S/ ANDREW DOWNS ---------------------- --------------------- Helena Morrissey Andrew Downs Director Director Date: October 15, 2009 Date: November 6, 2009 MELLON OVERSEAS INVESTMENT INSIGHT INVESTMENT MANAGEMENT CORPORATION LIMITED By: /S/ JON LITTLE By: /S/ CHARLES FARQUHARSON ---------------------- --------------------- Jon Little Charles Farquharson Chairman, President And Chief Risk Officer Chief Executive Officer Date: December 04, 2009 Date: December 04, 2009 BNY INTERNATIONAL FINANCING THE BANK OF NEW YORK MELLON SA/NV CORPORATION By: /S/ FRED RICCIARDI By: /S/ JEAN-CHRISTOPHEMATHONET ---------------------- ---------------------- Fred Ricciardi Jean-ChristopheMathonet President Managing Director Date: August 30, 2010 Date: October 4, 2010 BNY MELLON INVESTMENT MANAGEMENT BNY MELLON INVESTMENT MANAGEMENT EUROPE HOLDINGS LIMITED (EUROPE)LIMITED By: /S/ GREG BRISK By: /S/ GREG BRISK ---------------------------- ----------------------------- Greg Brisk Greg Brisk Director Director Date: March 14, 2013 Date: March 14, 2013 BNY MELLON INVESTMENT MANAGEMENT BNY CAPITAL MARKETS HOLDINGS, INC. (JERSEY)LIMITED By: /S/ GREG BRISK By: /S/ THOMAS P. GIBBONS ---------------------------- ---------------------------- Greg Brisk Thomas P. Gibbons Director Vice Chairman & CFO Date: March 14, 2013 Date: January 31, 2014 BNY MELLON INTERNATIONAL ASSET BNY MELLON INTERNATIONAL ASSET MANAGEMENT (HOLDINGS) LIMITED MANAGEMENT (HOLDINGS) No. 1 LIMITED By: /S/ GREG BRISK By: /S/ GREG BRISK ---------------------------- ----------------------------- Greg Brisk Greg Brisk Director Director Date: April 5, 2013 Date: April 5, 2013 MELLON CANADA HOLDING COMPANY BNY INTERNATIONAL FINANCING CORPORATION By: /S/ JOHN REHOB ---------------------- John Rehob President Date: August 06, 2013 CUTWATER HOLDINGS LLC By: /S/ CLIFFORD CORSO --------------------- Clifford Corso Chief Executive Officer Date: March 16, 2015 ----------------------------------------------------------------------------- | Fund Administrators | ----------------------------------------------------------------------------- BNY MELLON SERVICE KAPITALANLAGE- GESELLSCHAFT mbH By: /S/ CAROLINE SPECHT ---------------------- Caroline Specht Managing Director, Head of Business Strategy and Legal Date: August 24, 2010 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the undersigned hereby agree to any and all joint filings required to be made on their behalf on Schedule 13G (including amendments thereto) under the Exchange Act, with respect to securities which may be deemed to be beneficially owned by them under the Exchange Act, and that this Agreement be included as an Exhibit to any such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned hereby execute this Agreement effective as of the date set forth below. ----------------------------------------------------------------------------- | Banks/Bank Holding Companies | ----------------------------------------------------------------------------- THE BANK OF NEW YORK MELLON BNY MELLON, NATIONAL ASSOCIATION CORPORATION By: /S/ RONALD P. O'HANLEY By: /S/ GERALD L. HASSELL ---------------------- --------------------- Ronald P. O'Hanley Gerald L. Hassell Vice Chairman President Date: October 09, 2009 Date: October 12, 2009 THE BANK OF NEW YORK MELLON THE BANK OF NEW YORK MELLON By: /S/ GERALD L. HASSELL By: /S/ DONALD R. MONKS ---------------------- --------------------- Gerald L. Hassell Donald R. Monks President Vice Chairman Date: October 12, 2009 Date: October 12, 2009 THE BANK OF NEW YORK MELLON TRUST THE BANK OF NEW YORK MELLON TRUST COMPANY, NATIONAL ASSOCIATION COMPANY, NATIONAL ASSOCIATION By: /S/ KAREN A. BAYZ By: /S/ JOHN A. PARK ---------------------- --------------------- Karen A. Bayz John A. Park Managing Director and Executive Vice President Chief Financial Officer Date: October 13, 2009 Date: October 9, 2009 BNY MELLON TRUST OF DELAWARE BNY MELLON TRUST OF DELAWARE By: /S/ DAVID B. KUTCH By: /S/ DONALD R. MONKS ---------------------- --------------------- David B. Kutch Donald R. Monks Chairman and Senior Executive Vice President Chief Executive Officer Date: October 12, 2009 Date: October 12, 2009 ----------------------------------------------------------------------------- | Investment Advisers and/or Broker-Dealers | ----------------------------------------------------------------------------- PERSHING LLC BNY MELLON CAPITAL MARKETS By: /S/ GARY JOHNSON By: /S/ GARY STRUMERYER --------------------- ---------------------- Gary Johnson Gary Strumeyer Managing Director President Date: December 10, 2010 Date: January 31, 2014 BNY MELLON ARX INVESTIMENTOS LTDA BNY MELLON ARX INVESTIMENTOS LTDA By: /S/ JOSE CARLOS LOPES XAVIER By: /S/ MARCELO PERIERA DA SILVA DE OLIVEIRA ---------------------- --------------------- Jose Carlos Lopes Xavier De Oliveira Marcelo Periera da Silva Chief Executive Officer Chief Financial Officer Date: January 4, 2010 Date: January 4, 2010 BNY MELLON SERVICOS FINANCEIROS BNY MELLON SERVICOS FINANCEIROS DISTRIBUIDORA DE TITULOS E VALORES DISTRIBUIDORA DE TITULOS E VALORES MOBILIARIOS S.A MOBILIARIOS S.A By: /S/ JOSE CARLOS LOPES XAVIER By: /S/ MARCELO PERIERA DA SILVA DE OLIVEIRA ---------------------- --------------------- Jose Carlos Lopes Xavier De Oliveira Marcelo Periera da Silva Chief Executive Officer Chief Financial Officer Date: January 4, 2010 Date: January 4, 2010 BNY MELLON ARX ATIVOS FINANCEIROS BNY MELLON ARX ATIVOS FINANCEIROS LTDA LTDA By: /S/ JOSE CARLOS LOPES XAVIER By: /S/ MARCELO PERIERA DA SILVA DE OLIVEIRA ---------------------- --------------------- Jose Carlos Lopes Xavier De Oliveira Marcelo Periera da Silva Chief Executive Officer Chief Financial Officer Date: January 4, 2010 Date: January 4, 2010 BNY MELLON GESTAO DE PATRIMONIO LTDA BNY MELLON GESTAO DE PATRIMONIO LTDA By: /S/ JOSE CARLOS LOPES XAVIER By: /S/ MARCELO PERIERA DA SILVA DE OLIVEIRA ---------------------- --------------------- Jose Carlos Lopes Xavier De Oliveira Marcelo Periera da Silva Chief Executive Officer Chief Financial Officer Date: January 4, 2010 Date: January 4, 2010 THE BOSTON COMPANY ASSET MANAGEMENT THE BOSTON COMPANY ASSET MANAGEMENT LLC LLC By: /S/ DAVE CAMERON By: /S/ JOSEPH P. GENNACO ---------------------- --------------------- Dave Cameron Joseph P. Gennaco Chairman, President and Executive Vice President Chief Executive Officer and Chief Operating Officer Date: October 12, 2009 Date: October 12, 2009 BNY MELLON ASSET MANAGEMENT JAPAN BNY MELLON ASSET MANAGEMENT JAPAN LIMITED LIMITED By: /S/ SHOGO YAMAGUCHI By: /S/ DAVID JIANG ---------------------- --------------------- Shogo Yamaguchi David Jiang President and Chairman and Representative Director Representative Director Date: December 29,2009 Date: December 29,2009 THE DREYFUS CORPORATION INSIGHT INVESTMENT (Global) MANAGEMENT LIMITED By: /S/ JAMES BITETTO By: /s/ CHARLES FARQUHARSON ---------------------- ---------------------- James Bitetto Charles Farquharson Corporate Secretary Chief Risk Officer Date: October 7, 2009 Date: December 04, 2009 LOCKWOOD ADVISORS, INC. By: /S/ DON MARCHESIELLO ---------------------- Don Marchesiello President Date: October 6, 2009 MELLON CAPITAL MANAGEMENT MBSC SECURITIES CORPORATION CORPORATION By: /S/ CHARLES J. JACKLIN By: /S/ KENNETH J. BRADLE ---------------------- --------------------- Charles J. Jacklin Kenneth J. Bradle President and CEO President Date: October 8, 2009 Date: October 28, 2009 NEWTON INVESTMENT MANAGEMENT LIMITED NEWTON CAPITAL MANAGEMENT LIMITED By: /S/ ANDREW DOWNS By: /S/ ANDREW DOWNS ---------------------- --------------------- Andrew Downs Andrew Downs Chief Operating Officer Chief Operating Officer Date: November 6, 2009 Date: November 6, 2009 STANDISH MELLON ASSET MANAGEMENT PERSHING GROUP LLC COMPANY LLC By: /S/ DESMOND MAC INTYRE By: /S/ BRIAN T. SHEA ---------------------- --------------------- Desmond Mac Intyre Brian T. Shea President and CEO Managing Director Date: November 19, 2009 Date: October 9, 2009 CENTERSQUARE INVESTMENT MANAGEMENT CENTERSQUARE INVESTMENT MANAGEMENT, HOLDINGS, INC. INC. By: /S/ R. JOSEPH LAW By: /S/ R. JOSEPH LAW ---------------------- ---------------------- R. Joseph Law R. Joseph Law Chief Financial and Chief Financial and Compliance Officer Compliance Officer Date: June 26, 2013 Date: June 26, 2013 WALTER SCOTT & PARTNERS LIMITED WALTER SCOTT & PARTNERS LIMITED By: /S/ ANNA NICHOLL By: /S/ CAROL-ANN FRASER ---------------------- --------------------- Anna Nicholl Carol-Ann Fraser Chief Compliance Officer Compliance Officer Date: October 8, 2009 Date: October 8, 2009 BNY MELLON WEALTH MANAGEMENT, BNY MELLON TRUST COMPANY ADVISORY SERVICES, INC. (CAYMAN) LIMITED By: /S/ MARIE-CLAUDE LEPAGE By: /S/ DONALD J. HEBERLE ---------------------- -------------------- Marie-Claude Lepage Donald J. Heberle Chief Compliance Officer Executive Vice President Date: May 16, 2013 Date: December 5, 2012 BNY MELLON INVESTMENT MANAGEMENT CUTWATER ASSET MANAGEMENT CAYMAN LTD. CORPORATION By: /S/ BRENDON J. DONNELLAN By: /S/ CLIFFORD CORSO ---------------------- -------------------- Brendon J.Donnellan Clifford Corso Director Chief Executive Officer Date: June 16, 2013 Date: March 16, 2015 CUTWATER INVESTOR SERVICES CORPORATION By: /S/ CLIFFORD CORSO --------------------- Clifford Corso Chief Executive Officer Date: March 16, 2015 ----------------------------------------------------------------------------- | Parent Holding Companies/Control Persons | ----------------------------------------------------------------------------- B.N.Y. HOLDINGS (DELAWARE) CORPORATION By: /S/ JOHN A. PARK ---------------------- John A. Park Senior Vice President Date: October 9, 2009 BNY MELLON ASSET MANAGEMENT BNY MELLON ASSET MANAGEMENT INTERNATIONAL HOLDINGS LIMITED INTERNATIONAL HOLDINGS LIMITED By: /S/ GREG BRISK By: /S/ SHONA SPENCE ---------------------- --------------------- Greg Brisk Shona Spence Director Director Date: October 12, 2009 Date: October 15, 2009 BNY MELLON INTERNATIONAL ASSET MANAGEMENT GROUP LIMITED By: /S/ JEREMY N. BASSIL ---------------------- Jeremy N. Bassil Director Date: October 13, 2009 MAM (MA) HOLDING TRUST MBC INVESTMENTS CORPORATION By: /S/ RONALD P. O'HANLEY By: /S/ GORDON MOTTER ---------------------- --------------------- Ronald P. O'Hanley Gordon Motter President Chairman, President and CEO Date: October 9, 2009 Date: October 9, 2009 NEWTON MANAGEMENT LIMITED NEWTON MANAGEMENT LIMITED By: /S/ HELENA MORRISSEY By: /S/ ANDREW DOWNS ---------------------- --------------------- Helena Morrissey Andrew Downs Director Director Date: October 15, 2009 Date: November 6, 2009 MELLON OVERSEAS INVESTMENT INSIGHT INVESTMENT MANAGEMENT CORPORATION LIMITED By: /S/ JON LITTLE By: /S/ CHARLES FARQUHARSON ---------------------- --------------------- Jon Little Charles Farquharson Chairman, President And Chief Risk Officer Chief Executive Officer Date: December 04, 2009 Date: December 04, 2009 BNY INTERNATIONAL FINANCING THE BANK OF NEW YORK MELLON SA/NV CORPORATION By: /S/ FRED RICCIARDI By: /S/ JEAN-CHRISTOPHEMATHONET ---------------------- ---------------------- Fred Ricciardi Jean-ChristopheMathonet President Managing Director Date: August 30, 2010 Date: October 4, 2010 BNY MELLON INVESTMENT MANAGEMENT BNY MELLON INVESTMENT MANAGEMENT EUROPE HOLDINGS LIMITED (EUROPE)LIMITED By: /S/ GREG BRISK By: /S/ GREG BRISK ---------------------------- ----------------------------- Greg Brisk Greg Brisk Director Director Date: March 14, 2013 Date: March 14, 2013 BNY MELLON INVESTMENT MANAGEMENT BNY CAPITAL MARKETS HOLDINGS, INC. (JERSEY)LIMITED By: /S/ GREG BRISK By: /S/ THOMAS P. GIBBONS ---------------------------- ---------------------------- Greg Brisk Thomas P. Gibbons Director Vice Chairman & CFO Date: March 14, 2013 Date: January 31, 2014 BNY MELLON INTERNATIONAL ASSET BNY MELLON INTERNATIONAL ASSET MANAGEMENT (HOLDINGS) LIMITED MANAGEMENT (HOLDINGS) No. 1 LIMITED By: /S/ GREG BRISK By: /S/ GREG BRISK ---------------------------- ----------------------------- Greg Brisk Greg Brisk Director Director Date: April 5, 2013 Date: April 5, 2013 MELLON CANADA HOLDING COMPANY BNY INTERNATIONAL FINANCING CORPORATION By: /S/ JOHN REHOB ---------------------- John Rehob President Date: August 06, 2013 CUTWATER HOLDINGS LLC By: /S/ CLIFFORD CORSO --------------------- Clifford Corso Chief Executive Officer Date: March 16, 2015 ----------------------------------------------------------------------------- | Fund Administrators | ----------------------------------------------------------------------------- BNY MELLON SERVICE KAPITALANLAGE- GESELLSCHAFT mbH By: /S/ CAROLINE SPECHT ---------------------- Caroline Specht Managing Director, Head of Business Strategy and Legal Date: August 24, 2010