UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No.2)*
NAME OF ISSUER: Citi Trends, Inc.
TITLE OF CLASS OF SECURITIES: Common Stock
CUSIP NUMBER: 17306X102
DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: May 31, 2011
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: 17306X102
(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 355,112
Beneficially
Owned by Each (6) Shared Voting Power 0
Reporting Person
With (7) Sole Dispositive Power 398,110
(8) Shared Dispositive Power 0
(9) Aggregate Amount Beneficially Owned
by Each Reporting Person 398,110
(10) Check if the Aggregated Amount in Row (9) Excludes Certain
Shares (see Instructions) ( )
(11) Percent of Class Represented by Amount in Row (9) 2.66%
(12) Type of Reporting Person (See Instructions) HC
SCHEDULE 13G
Item 1(a) Name of Issuer: Citi Trends, Inc.
Item 1(b) Address of Issuer's Principal Executive Office:
104 Coleman Boulevard
Savannah, GA 31408
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
One Wall Street, 31st Floor
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 17306X102
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 (X)
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: June 10, 2011
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 Section 240.13d-1(b)(1)(ii)(J)"
(X) The Bank of New York Mellon
( ) The Bank of New York Mellon Trust Company, National Association
( ) BNY Mellon, National Association
( ) 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 Section 240.13d-1(b)(1)(ii)(J)"
( ) Blackfriars Asset Management Limited
( ) BNY Mellon ARX Investimentos Ltda (parent holding company of
BNY Mellon Ativos Financeiros Ltda)
(X) The Boston Company Asset Management LLC
(X) The Dreyfus Corporation (parent holding company of MBSC Securities
Corporation)
( ) Insight Investment Management (Global) Limited
( ) Lockwood Advisors, Inc.
(X) Mellon Capital Management Corporation
( ) Newton Capital Management Limited
( ) Newton Investment Management Limited
( ) Standish Mellon Asset Management Company LLC
( ) Urdang Securities Management, Inc.
( ) Urdang Capital Management, Inc.
( ) Walter Scott & Partners Limited
(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 Section 240.13d-1(b)(1)(ii)(B)"
( ) MBSC Securities Corporation
( ) 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
Section 240.13d-1(b)(1)(ii)(G)"
(X) The Bank of New York Mellon Corporation
( ) B.N.Y. Holdings (Delaware) Corporation (parent holding company of
BNY Mellon Trust of Delaware)
( ) BNY Separate Account Services, Inc. (parent holding company of
Lockwood Advisors, Inc.)
( ) Insight Investment Management Limited (parent holding company of
Insight Investment Management (Global) Limited)
(X) 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; Neptune LLC)
( ) Mellon International Holdings S.A.R.L. (parent holding company of
BNY Mellon International Asset Management Group Limited)
( ) BNY Mellon International Asset Management Group Limited (parent
holding company of Newton Management Limited; Walter Scott &
Partners Limited)
( ) BNY Mellon Asset Management International Holdings Limited (parent
holding company of Ankura Capital Pty Limited and 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)
( ) Neptune LLC (parent holding company of Mellon International Holdings
S.A.R.L.)
( ) Newton Management Limited (parent holding company of Newton Capital
Management Limited; Newton Investment Management Limited)
( ) Pershing Group LLC (parent holding company of BNY Separate Account
Services, Inc. and Pershing LLC)
( ) The Bank of New York Mellon SA/NV (parent holding company of
BNY Mellon Service Kapitalanlage-Gesellschaft mbH)
NOTE: ALL OF THE LEGAL ENTITIES LISTED UNDER (A) AND (B) 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, Sri Gupta, 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 |
-----------------------------------------------------------------------------
ANKURA CAPITAL PTY LIMITED PERSHING LLC
By: /S/ GREG VAUGHN By: /S/ GARY JOHNSON
---------------------- ---------------------
Greg Vaughn Gary Johnson
Managing Director Managing Director
Date: October 8, 2009 Date: December 10, 2010
BLACKFRIARS ASSET MANAGEMENT LIMITED BLACKFRIARS ASSET MANAGEMENT LIMITED
By: /S/ HUGH HUNTER By: /S/ MOHAMMED BHATTI
---------------------- ---------------------
Hugh Hunter Mohammed Bhatti
Chief Executive Officer Director and Chief Operating
Officer
Date: October 7, 2009 Date: October 7, 2009
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
URDANG CAPITAL MANAGEMENT, INC. URDANG CAPITAL MANAGEMENT, INC.
By: /S/ RICHARD J. FERST By: /S/ E. TODD BRIDDELL
---------------------- ---------------------
Richard J. Ferst E. Todd Briddell
President and Managing Director and
Chief Operating Officer Chief Investment Officer
Date: October 15, 2009 Date: October 15, 2009
URDANG SECURITIES MANAGEMENT, INC. URDANG SECURITIES MANAGEMENT, INC.
By: /S/ E. TODD BRIDDELL By: /S/ RICHARD J. FERST
---------------------- ---------------------
E. Todd Briddell Richard J. Ferst
Managing Director President and
and Chief Investment Officer Chief Operating Office
Date: October 15, 2009 Date: October 15, 2009
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
-----------------------------------------------------------------------------
| Parent Holding Companies/Control Persons |
-----------------------------------------------------------------------------
B.N.Y. HOLDINGS (DELAWARE) CORPORATION BNY SEPARATE ACCOUNT SERVICES, INC.
By: /S/ JOHN A. PARK By: /S/ BRIAN T. SHEA
---------------------- ---------------------
John A. Park Brian T. Shea
Senior Vice President Chairman
Date: October 9, 2009 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 NEPTUNE LLC
MANAGEMENT GROUP LIMITED
By: /S/ JEREMY N. BASSIL By: /S/ JEREMY N. BASSIL
---------------------- ---------------------
Jeremy N. Bassil Jeremy N. Bassil
Director Management Committee Member
Date: October 13, 2009 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
MELLON INTERNATIONAL HOLDINGS MELLON INTERNATIONAL HOLDINGS
S.A.R.L. S.A.R.L.
By: /S/ JON LITTLE By: /S/ EDWARD KEMP
---------------------- ---------------------
Jon Little Edward Kemp
Manager Director
Date: October 9, 2009 Date: October 16, 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
-----------------------------------------------------------------------------
| 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 |
-----------------------------------------------------------------------------
ANKURA CAPITAL PTY LIMITED PERSHING LLC
By: /S/ GREG VAUGHN By: /S/ GARY JOHNSON
---------------------- ---------------------
Greg Vaughn Gary Johnson
Managing Director Managing Director
Date: October 8, 2009 Date: December 10, 2010
BLACKFRIARS ASSET MANAGEMENT LIMITED BLACKFRIARS ASSET MANAGEMENT LIMITED
By: /S/ HUGH HUNTER By: /S/ MOHAMMED BHATTI
---------------------- ---------------------
Hugh Hunter Mohammed Bhatti
Chief Executive Officer Director and Chief Operating
Officer
Date: October 7, 2009 Date: October 7, 2009
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
URDANG CAPITAL MANAGEMENT, INC. URDANG CAPITAL MANAGEMENT, INC.
By: /S/ RICHARD J. FERST By: /S/ E. TODD BRIDDELL
---------------------- ---------------------
Richard J. Ferst E. Todd Briddell
President and Managing Director and
Chief Operating Officer Chief Investment Officer
Date: October 15, 2009 Date: October 15, 2009
URDANG SECURITIES MANAGEMENT, INC. URDANG SECURITIES MANAGEMENT, INC.
By: /S/ E. TODD BRIDDELL By: /S/ RICHARD J. FERST
---------------------- ---------------------
E. Todd Briddell Richard J. Ferst
Managing Director President and
and Chief Investment Officer Chief Operating Office
Date: October 15, 2009 Date: October 15, 2009
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
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| Parent Holding Companies/Control Persons |
-----------------------------------------------------------------------------
B.N.Y. HOLDINGS (DELAWARE) CORPORATION BNY SEPARATE ACCOUNT SERVICES, INC.
By: /S/ JOHN A. PARK By: /S/ BRIAN T. SHEA
---------------------- ---------------------
John A. Park Brian T. Shea
Senior Vice President Chairman
Date: October 9, 2009 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 NEPTUNE LLC
MANAGEMENT GROUP LIMITED
By: /S/ JEREMY N. BASSIL By: /S/ JEREMY N. BASSIL
---------------------- ---------------------
Jeremy N. Bassil Jeremy N. Bassil
Director Management Committee Member
Date: October 13, 2009 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
MELLON INTERNATIONAL HOLDINGS MELLON INTERNATIONAL HOLDINGS
S.A.R.L. S.A.R.L.
By: /S/ JON LITTLE By: /S/ EDWARD KEMP
---------------------- ---------------------
Jon Little Edward Kemp
Manager Director
Date: October 9, 2009 Date: October 16, 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
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| Fund Administrators |
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BNY MELLON SERVICE KAPITALANLAGE-
GESELLSCHAFT mbH
By: /S/ CAROLINE SPECHT
----------------------
Caroline Specht
Managing Director, Head of
Business Strategy and Legal
Date: August 24, 2010