FORM G-37. Name of Regulated Entity: BNY Mellon Capital Markets, LLC. Report Period: Fourth Quarter of 2016

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1 FORM G-37 Name of Regulated Entity: BNY Mellon Capital Markets, LLC Report Period: Fourth Quarter of 2016 I. CONTRIBUTIONS made to officials of a municipal entity (list by state) Complete name, title (including any city/county/state or other political subdivision) of municipal entity official Contributions by each contributor category (i.e., for purposes of this form, dealer, dealer controlled PAC, municipal finance professional, municipal finance professional controlled PAC, non-mfp executive officer, municipal advisor, municipal advisor controlled PAC, municipal advisor professional, municipal advisor professional controlled PAC, and non-map executive officer). For each contribution, list contribution amount and contributor category (disclose all applicable categories for each contributor). (For example, $500 contribution by non-mfp executive officer) If any contribution is the subject of an automatic exemption pursuant to Rule G-37(j), list amount of contribution and date of such automatic exemption. II. PAYMENTS made to political parties of states or political subdivisions (list by state) Complete name (including any city/county/state or other political subdivision) of political party Payments by each contributor category

2 FORM G-37 III. CONTRIBUTIONS made to bond ballot campaigns (list by state) A. Contributions Official name of bond ballot campaign and jurisdiction (including city/county/state or other political subdivision) for which municipal securities would be issued and the name of the entity issuing the municipal securities Contributions, including the specific date the contributions were made, by each contributor category B. Reimbursement for Contributions List below any payments or reimbursements, related to any disclosed bond ballot contribution, received by each dealer, municipal finance professional, non-mfp executive officer, municipal advisor, municipal advisor professional, or non-map executive officer from any third party, including the amount paid and the name of the third party making such payments or reimbursements.

3 FORM G-37 IV. MUNICIPAL ENTITIES with which the regulated entity has engaged in municipal securities business or municipal advisory business (list by state) A. Municipal Securities Business See Attachment Complete name of municipal entity and city/county Type of municipal securities business (negotiated underwriting, private placement, financial advisor, or remarketing agent) B. Municipal Advisory Business Complete name of municipal entity and city/county Type of municipal advisory business (advice or solicitation) (and in the case of municipal advisory business engaged in by a municipal advisor third-party solicitor, the name of the third party on behalf of which business was solicited and the nature of the business solicited (municipal securities business, municipal advisory business or investment advisory services)) C. Ballot-Approved Offerings Full name of the municipal entity and full issue description of any primary offering resulting from the bond ballot campaign to which each contributor category has made a contribution and the reportable date of selection on which the regulated entity was selected to engage in the municipal securities business or municipal advisory business. Full Name of Municipal Entity Full Issue Description Reportable Date of Selection

4 FORM G-37 Signature: electronic Date: Jan 27, 2017 Name (must be officer of regulated entity): DAVID MANGES Address: 101 Barclay St., New York, NY Phone: Submit to the Municipal Securities Rulemaking Board a completed form quarterly by due date (specified by the MSRB)

5 BNY MELLON CAPITAL MARKETS, LLC 2016 Underwriting Filing List BNYMCM as Co Manager Amount Negotiated Issue T/D & S/D CUSIP # s ROP Comp-A.D. BNY Mellon 12.47% Gen'l Improvement & Water/Sewer Utility Bonds 10/12/2016 thru PX6 CoMg $98,595,000 Galena Park ISD, TX 9/28/ AY6 Comp-D.M. BNY Mellon 3.02% Unlmt Tax School Bldg & Rfdg Bonds, Series /27/2016 thru BY5 Co-Mg $10,085,000 City of Colonial Heights, VA 10/4/ RA7 Comp-D.M. BNY Mellon 4.06% G.O. General Improvement Bonds, Series /18/2016 thru RQ2 CoMg $593,625,000 Massachusetts School Building Authority, MA 10/5/ UE1 X Neg-F.C.G. BNY Mellon 1% Sr. Dedicated Sales Tax Bonds 2106B and Rfdg 2016C 10/26/2016 thru VF7 CoMg $10,200,000 Village of Manlius, NY 10/5/ FV7 Comp-D.M. BNY Mellon 9.5% General Obligation (Serial) Bonds, /20/2016 thru GZ7 CoMg $20,920,000 City of Moorhead, MN 10/12/ JZ9 Comp-D.M. BNY Mellon 3.15% G.O. Improvement Bonds, Series 2016B 11/10/2016 thru KZ7 CoMg $10,300,000 City of Union City, NJ 10/11/ MX4 Comp-D.M. BNY Mellon 11.06% General Obligation Bonds, Series /27/2016 thru NL9 CoMg $8,675,000 Harris Cnty Municipal Utility District No. 287, TX 10/17/ LED5 Comp-A.D. BNY Mellon 5% Unlimited Tax Bands, Series /22/2016 thru 41422LFC6 CoMg $9,326,514 Town of Greenburgh, NY 10/18/ AA2 Comp-A.D. BNY Mellon 10% Public Improvement Serial Bonds, /27/2016 thru AV6 CoMg $642,555,000 Metropolitan Transportation Authority, NY 10/18/ AJD0 X Neg-F.C.G. BNY Mellon 0.30% Transportation Revenue Rfdg Bonds, Series 2016D 10/20/2016 thru 59261AJV0 CoMg $7,800,000 Congers Fire District in the Town of Clarkstown, NY 10/20/ DAR4 Comp-A.D. BNY Mellon 9.50% Fire District Serial Bonds /1/2016 thru 20717DBL6 CoMg $64,605,000 Virginia Public School Authority, VA 10/24/ FAW5 Comp-D.M. BNY Mellon 3.9% Special Obligation Sch Rfdg Bonds, Series /10/2016 thru 92818FBM6 CoMg $39,086,410 Town of Amherst, NY 10/27/ R0 Comp-D.M. BNY Mellon 9.51% Public Improvement Serial Bonds /9/2016 thru P3 CoMg $12,753,750 County of Ulster, NY 10/27/ G49 Comp-D.M. BNY Mellon 13% Public Improvement (Serial) Bonds, 2016 Series A and B 11/22/2016 thru J20 CoMg $24,947,879 County of Rockland, NY 11/2/ PVU4 Comp-D.M. BNY Mellon 9.07% Various Purpose (Serial) Bonds, /10/2016 thru 77355PWH2 CoMg $5,200,000 Township of Piscataway, NJ 11/10/ UJ4

6 BNY MELLON CAPITAL MARKETS, LLC 2016 Underwriting Filing List BNYMCM as Co Manager Amount Negotiated Issue T/D & S/D CUSIP # s ROP Comp-A.D. BNY Mellon 25% General Improvement Bonds 11/30/2016 thru UU9 CoMg $15,235,000 Richland County, SC 11/10/ T24 Comp-D.M. BNY Mellon 3.42% Broad River Sewer Syst G.O. Rfdg Bonds, Series 2016C 12/6/2016 thru V62 CoMg $4,198,400 Village of Sleepy Hollow, NY 11/15/ PEN8 Comp-A.D. BNY Mellon 10.75% Public Improvement (Serial) Bonds, /22/2016 thru 83131PFH0 CoMg $17,700,000 City of The Colony, TX 11/15/ KPJ4 Comp-D.M. BNY Mellon 3.02% Comb Tax & Ltd Surplus Rev Cert of Obl, Series /15/2016 thru 19624KQD6 CoMg $7,225,000 City of Alhambra, CA 11/15/ AA6 Comp-D.M. BNY Mellon 4.0% Water Revenue Refunding Bonds, Series /29/2016 thru AJ7 CoMg $29,910,000 Township of Toms River, NJ 11/17/ REF2 Comp-D.M. BNY Mellon 11.65% General Improvement Bonds 2016A & 2016B 12/2/2016 thru 89012REX3 CoMg $10,395,000 Village of Oak Park, IL 11/21/ F47 Comp-D.M. BNY Mellon 3.44% General Obligation Corp Purpose Bonds, Series 2016E 12/1/2016 thru H60 CoMg $20,240,000 City of Tomball, TX 11/21/ NU9 Comp-D.M. BNY Mellon 2.93% Comb Tax & Revenue Cert of Obligation, Series /20/2016 thru PQ6 CoMg $6,301,122 County of Chemung, NY 11/30/ P78 Comp-A.D. BNY Mellon 9.0% Public Improvement Serial Bonds, /15/2016 thru R27 CoMg $9,215,000 County of Essex, NY 11/30/ FB2 Comp-A.D. BNY Mellon 8.50% Public Improvement Serial Bonds /15/2016 thru FR7 CoMg $5,253,000 Town of Lockport, NY 11/30/ PN0 Comp-D.M. BNY Mellon 9.89%% Public Improvement (Serial) Bonds, /14/2016 thru QH2 CoMg $5,858,000 Township of Jackson, NJ 11/30/ JC2 Comp-D.M. BNY Mellon 14.25% General Obligation Bonds, Series /21/2016 thru JJ7 CoMg $8,875,000 County of Columbia, NY 12/1/ QU0 Comp-D.M. BNY Mellon 11.71% Public Improvement (Serial) bonds, 2016 Series B 12/9/2016 thru RK1 CoMg $20,820,000 City of Rockford, IL 12/5/ QYT0 Comp-D.M. BNY Mellon 3.12% GO Bonds (Sales Tax Altern Rev Source) Series 2016A 12/28/2016 thru 77316QZM4 CoMg $25,593,000 The BoE of the Twp. of Millburn, NJ 12/6/ KE5 Comp-D.M. BNY Mellon 11.09% School Bonds 12/21/2016 thru LD6 CoMg $804,330,000 The City of New York, NY 12/7/ MGR4 X

7 BNY MELLON CAPITAL MARKETS, LLC 2016 Underwriting Filing List BNYMCM as Co Manager Amount Negotiated Issue T/D & S/D CUSIP # s ROP Neg-F.C.G. BNY Mellon 2% GO Bonds Fiscal 2017, SS B-1; GO Bonds 2008 SS J-7 J-9 12/20/2016 thru 64966MHZ5 CoMg $11,755,000 City of Athens, TX 12/12/ EF1 Comp-D.M. BNY Mellon 3.02% Comb Tax & Revenue Cert of Obligation, Series /11/2017 thru EZ7 CoMg $18,975,000 City of Mansfield, TX 12/12/ EV5 Comp-D.M. BNY Mellon 2.94% Comb Tax & Revenue Cert of Obligation, Series /11/2017 thru FQ5 CoMg $20,540,000 Port of Port Arthur Navigation Dis of Jefferson Cty, TX 12/13/ FV6 Comp-D.M. BNY Mellon 3.99% Unlimited Tax Port Refunding Bonds, Tax Series 2016B 12/29/2016 thru GE3 CoMg $80,350,000 County of Kern, CA 12/14/ HKN7 Comp-D.M. BNY Mellon 4.59% 2016 Rfdg Cert of Participation, Series A (Cap Impr Proj) 12/28/2016 thru 49225HLE6 CoMg $15,885,000 BoE of the Borough of New Providence, NJ 12/21/ JD4 Comp-D.M. BNY Mellon 11.11% School Bonds, Series /11/2017 thru JY8

8 Amount Negotiated BNY MELLON CAPITAL MARKETS, LLC 2016 Underwriting Filing List Selling Group Member Issue T/D & S/D CUSIP # s SG12-12 $415,650,000 New York City Municipal Water Auth., NY 12/1/ GMW1 X (Pub Fin) Water & Sewer System Second Generation Resolution Revenue Bonds, Fiscal 2017 Series CC (SubSer CC-2) 12/15/2016 thru 64972GMZ4 ROP