DEF 14A
PROXY STATEMENT PURSUANT TO SECTION 14 (a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Materials under
Rule 14a-12
BNY Mellon High Yield Strategies Fund
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
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on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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to which transaction applies:
(2) Aggregate number of securities
to which transaction applies:
(3) Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11:
(4) Proposed maximum aggregate
value of transaction:
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[_] Fee paid previously with preliminary materials.
| [_] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0- 11(a)(2) and identify the filing for which the offsetting
fee was paid previously. |
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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BNY MELLON HIGH YIELD STRATEGIES FUND
Notice of Annual Meeting of Shareholders
To the Shareholders of BNY Mellon High Yield Strategies Fund:
The
Annual Meeting of Shareholders (the "Meeting") of BNY Mellon High Yield Strategies Fund (the "Fund")
will be held over the Internet in a virtual meeting format only on Thursday, August 17, 2023 at 10:30 a.m.,
Eastern time, for the following purposes:
1. To elect three Class III Trustees to serve
for three-year terms and until their respective successors are duly elected and qualified.
2. To
transact such other business as may properly come before the Meeting, or any adjournments or postponements
thereof.
Due to the public health and safety concerns
of COVID-19, and to support the health and well-being of the Fund's shareholders
and officers and others, the Meeting will be held in a virtual meeting format only. You will not be
able to attend the Meeting in person, but you may participate over the Internet as described below.
However, we intend to monitor the recommendations of public health officials and governmental restrictions,
and if we decide it is appropriate to hold the Meeting in person, we will make an announcement in the
manner noted below.
Shareholders of record at the close of business
on June 13, 2023 will be entitled to receive notice of and to vote at the Meeting. To participate in
the Meeting, you must go to the Meeting website at www.meetnow.global/M7YZUFQ, and enter the control
number found on your proxy card.
If you hold your shares
through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting
virtually. To register, you must submit proof of your proxy power (legal proxy provided by your intermediary)
reflecting your Fund holdings along with your name and email address to Computershare Fund Services,
the Fund's tabulator. You may forward an email from your intermediary or attach an image of your legal
proxy to shareholdermeetings@computershare.com. Requests for registration should be received no later
than 5:00 p.m., Eastern Time, on Thursday, August 10, 2023. You will receive a confirmation email
from Computershare of your registration and a control number that will allow you to vote at the Meeting.
For requests received after 5:00 p.m., Eastern Time, on Thursday, August 10, 2023, Computershare will
attempt to register you, but may be unable to do so prior to the Meeting.
Questions
from shareholders to be considered at the Meeting must be submitted to BNY Mellon Investment Management
at 1-800-334-6899 or instsales@bnymellon.com no later than 5:00 p.m., Eastern Time, on Thursday, August 10, 2023.
Only questions that are pertinent, as determined by the
chairperson of the Meeting, will be answered during the Meeting,
subject to time constraints.
Whether or not you plan to attend the Meeting
virtually, we urge you to vote and submit your proxy in advance of the Meeting by one of the methods
described in the proxy materials for the Meeting.
PLEASE NOTE: If
it is determined that the Meeting will be held in person, instead of virtually, an announcement of the
change will be provided by means of a press release, which will be posted on our website https://im.bnymellon.com/closed-end-funds.
We encourage you to check the website prior to the Meeting. An announcement of any change will also
be filed with the Securities and Exchange Commission via its EDGAR system.
By Order of the Board
James Bitetto
Secretary
New York,
New York
July 5, 2023
WE NEED YOUR PROXY VOTE
A
SHAREHOLDER MAY THINK ITS VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW,
THE ANNUAL MEETING OF SHAREHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS
IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE FUND, AT SHAREHOLDERS' EXPENSE, WOULD CONTINUE
TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE
FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD OR OTHERWISE VOTE PROMPTLY.
YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
BNY MELLON HIGH YIELD STRATEGIES FUND
Annual
Meeting of Shareholders
to be held on August 17, 2023
This
proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees (the
"Board") of BNY Mellon High Yield Strategies Fund (the "Fund") to be used at the Annual Meeting of Shareholders
of the Fund (the "Meeting") to be held over the Internet in a virtual meeting format only on Thursday,
August 17, 2023 at 10:30 a.m., Eastern time, and at any and all adjournments or postponements thereof,
for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Shareholders
of record at the close of business on June 13, 2023 are entitled to receive notice of and to vote at
the Meeting. Shareholders will not be able to attend the Meeting in person, but may participate over
the Internet as described in the Notice of Annual Meeting of Shareholders.
Shareholders
are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share
held. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications
made thereon. If the enclosed form of proxy is executed and returned, or if you have voted by telephone
or over the Internet, your vote nevertheless may be revoked after it is received by giving another proxy
by mail, by calling the toll-free telephone number on the proxy card or over the Internet (including
during the Meeting). To be effective, such revocation must be received before your prior proxy is exercised
at the Meeting.
A quorum is constituted by the presence in
person or by proxy of the holders of a majority of the outstanding shares of the Fund entitled to vote
at the Meeting. Virtual attendance at the Meeting shall constitute in person attendance for purposes
of calculating a quorum. If a quorum is not present at the Meeting, the shareholders present in person
or by proxy, by majority vote and without notice other than by announcement at the Meeting, may adjourn
the Meeting.
As of June 13, 2023, the Fund had 72,736,534
shares of beneficial interest outstanding.
It is estimated that proxy
materials will be mailed to shareholders of record on or about July 5, 2023. To reduce expenses, only
one copy of this proxy statement will be mailed to certain addresses shared by two or more accounts.
If you wish to revoke this arrangement and receive individual copies, you may do so at any time by writing
to the address or calling the phone number set forth below. The Fund will begin sending you individual
copies promptly after receiving your request. The principal executive office of the Fund is located
at 240 Greenwich Street, 18th Floor,
New York, New York 10286.
Copies
of the Fund's most recent Annual Report to Shareholders are available upon request, without charge, by
writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, visiting https://im.bnymellon.com/closed-end-funds
or calling toll free 1-800-334-6899.
Important
Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of Shareholders to Be
Held on Thursday, August 17, 2023: This proxy statement and a copy of the Fund's most recent Annual
and Semi-Annual Reports to Shareholders are available at https://im.bnymellon.com/closed-end-funds.
2
PROPOSAL 1: ELECTION OF TRUSTEES
The
Board is divided into three classes with the term of office of one class expiring each year. It is proposed
that shareholders of the Fund consider the election of three Class III Trustees to serve for three-year
terms and until their respective successors are duly elected and qualified. The individual nominees
(the "Nominees") proposed for election are Messrs. Joseph S. DiMartino, Andrew J. Donohue and Kenneth
A. Himmel.
Each Nominee currently serves as a Trustee of the Fund and
is a board member of certain other funds in the BNY Mellon Family of Funds. Each Nominee has previously
been elected by the Fund's shareholders. Messrs. DiMartino and Himmel have served as Trustees since
the Fund's inception and Mr. Donohue has served as a Trustee since 2019. Each Nominee was nominated
by the Fund's nominating committee, has consented to being named in this proxy statement and has agreed
to continue to serve as a Trustee if elected.
Biographical information
about each Nominee is set forth below. Biographical information about the Fund's Trustees who are not
standing for election at the Meeting but who will continue to be Trustees of the Fund after the Meeting
(each, a "Continuing Trustee"), information on each Nominee's and Continuing Trustee's ownership of Fund
shares and other relevant information is set forth in Exhibit A to this proxy statement. None of the
Nominees or Continuing Trustees are deemed to be "interested persons" (as defined in the Investment Company
Act of 1940, as amended (the "1940 Act")) of the Fund ("Independent Trustees").
The
persons named as proxies on the accompanying proxy card(s) intend to vote each proxy for the election
of the Nominees, unless shareholders specifically indicate on their proxies the desire to withhold authority
to vote for elections to office. It is not contemplated that any Nominee will be unable to serve as
a Trustee for any reason, but, if that should occur prior to the Meeting, the Board reserves the right
to substitute another person or persons of its choice as nominee or nominees.
Board's
Oversight Role in Management. The Board's role in management of the Fund
is oversight. As is the case with virtually all investment companies (as distinguished from operating
companies), service providers to the Fund, primarily BNY Mellon Investment Adviser, Inc., the Fund's
investment adviser ("Investment Adviser"), and Alcentra NY, LLC, the Fund's sub-adviser (the "Sub-Adviser"),
have responsibility for the day-to-day management of the Fund, which includes responsibility for risk
management (including management of investment risk, valuation risk, issuer and counterparty credit risk,
compliance risk and operational risk). As part of its oversight, the Board, acting at its scheduled
meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports
from senior personnel of service providers, including senior personnel of the Investment Adviser, the
Sub-Adviser and their affiliates, the Fund's and the Investment Adviser's Chief Compliance Officer and
portfolio management
3
personnel. The Board's Audit Committee (which consists of
all Independent Trustees) meets during its regularly scheduled and special meetings, and between meetings
the Audit Committee chair is available to the Fund's independent registered public accounting firm and
the Fund's Chief Financial Officer. The Board also receives periodic presentations from senior personnel
of the Investment Adviser, the Sub-Adviser or their affiliates regarding risk management generally, as
well as periodic presentations regarding specific operational, compliance or investment areas, such as
cybersecurity, business continuity, personal trading, valuation, credit and investment research. As
warranted, the Board also receives informational reports from counsel to the Fund and the Board's independent
legal counsel regarding regulatory compliance and governance matters. The Board has adopted policies
and procedures designed to address certain risks to the Fund. In addition, the Investment Adviser, the
Sub-Adviser and other service providers to the Fund have adopted a variety of policies, procedures and
controls designed to address particular risks to the Fund. Different processes, procedures and controls
are employed with respect to different types of risks. However, it is not possible to eliminate all
of the risks applicable to the Fund, and the Board's risk management oversight is subject to inherent
limitations.
Board Composition and Leadership Structure.
The 1940 Act requires that at least 40% of the Fund's Trustees be Independent Trustees and as such are
not affiliated with the Investment Adviser. To rely on certain exemptive rules under the 1940 Act, a
majority of the Fund's Trustees must be Independent Trustees, and for certain important matters, such
as the approval of the Fund's investment advisory agreement or transactions with affiliates, the 1940
Act or the rules thereunder require the approval of a majority of the Independent Trustees. Currently,
all of the Fund's Trustees, including the Chairman of the Board, are Independent Trustees. The Board
has determined that its leadership structure, in which the Chairman of the Board is not affiliated with
the Investment Adviser, is appropriate in light of the specific characteristics and circumstances of
the Fund, including, but not limited to: (i) the services that the Investment Adviser, the Sub-Adviser
and their affiliates provide to the Fund and potential conflicts of interest that could arise from these
relationships; (ii) the extent to which the day-to-day operations of the Fund are conducted by Fund officers
and employees of the Investment Adviser, the Sub-Adviser and their affiliates; and (iii) the Board's
oversight role in management of the Fund.
Information About Each
Nominee's and Continuing Trustee's Experience, Qualifications, Attributes or Skills. Nominees
for Trustee of the Fund, together with information as to their positions with the Fund, principal occupations
and other board memberships for the past five years, are shown below. The address of each Nominee is
240 Greenwich Street, New York, New York 10286. Specific information about the Continuing Trustees of
the Fund, information on each Nominee's and Continuing Trustee's ownership of Fund shares and other relevant
information is set forth in Exhibit A.
4
Nominees for Class III Trustees with Terms Expiring in 2026
| | |
Name (Age) of Nominee Position
with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
| | |
JOSEPH S. DIMARTINO (79) Chairman
of the Board Class III Trustee (1998) | Director
or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as listed herein) | CBIZ,
Inc., a public company providing professional business services, products and solutions, Director
(1997 – May 2023) |
| | |
ANDREW J. DONOHUE (72) Class
III Trustee (2019) | Attorney, Solo Law Practice (2019 – Present) Shearman & Sterling LLP, a law firm, Of Counsel (2017
– 2019) | OppenheimerFunds
(58 funds), Director (2017 – 2019) |
5
| | |
Name (Age) of Nominee Position
with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
| | |
KENNETH A. HIMMEL (77) Class
III Trustee (1998) | Gulf Related, an international real estate development company,
Managing Partner (2010 – Present) Related Urban Development, a real estate development company,
President and Chief Executive Officer (1996 – Present) American Food Management, a restaurant company,
Chief Executive Officer (1983 – Present) Himmel & Company, a real estate development
company, President and Chief Executive Officer (1980 – Present) | N/A |
Each Nominee, except Mr. Donohue, has been a BNY Mellon Family of Funds board
member for over 20 years. Mr. Donohue has been in the investment funds industry for over 40 years.
Additional information about each Nominee follows (supplementing the information provided in the table
above) that describes some of the specific experiences, qualifications, attributes or skills that each
Nominee possesses which the Board believes has prepared them to be effective Trustees (this information
for the Continuing Trustees is set forth in Exhibit A). The Board believes that the significance of
each Trustee's experience, qualifications, attributes or skills is an individual matter (meaning that
experience that is important for one Trustee may not have the same value for another) and that these
factors are best evaluated at the Board level, with no single Trustee, or particular factor, being indicative
of Board effectiveness. However, the Board believes that Trustees need
6
to have the ability to critically review, evaluate, question
and discuss information provided to them, and to interact effectively with Fund management, service providers
and counsel, in order to exercise effective business judgment in the performance of their duties; the
Board believes that its members satisfy this standard. Experience relevant to having this ability may
be achieved through a Trustee's educational background; business, professional training or practice (e.g.,
medicine, accounting or law), public service or academic positions; experience from service as a board
member (including the Board of the Fund) or as an executive of investment funds, public companies or
significant private or not-for-profit entities or other organizations; and/or other life experiences.
The charter for the Board's nominating committee contains certain other factors considered by the committee
in identifying and evaluating potential Trustee nominees. To assist them in evaluating matters under
federal and state law, the Trustees are counseled by their independent legal counsel, who participates
in Board meetings and interacts with the Investment Adviser and also may benefit from information provided
by the Investment Adviser's counsel; counsel to the Fund and to the Board has significant experience
advising funds and fund board members. The Board and its committees have the ability to engage other
experts as appropriate. The Board evaluates its performance on an annual basis.
Joseph
S. DiMartino – Mr. DiMartino has been the Chairman of the Board of the
funds in the BNY Mellon Family of Funds for over 25 years. From 1971 through 1994, Mr. DiMartino served
in various roles as an employee of The Dreyfus Corporation (prior to its acquisition by a predecessor
of The Bank of New York Mellon Corporation in August 1994 and related management changes), including
portfolio manager, President, Chief Operating Officer and a director. He ceased being an employee or
director of The Dreyfus Corporation by the end of 1994. From July 1995 to November 1997, Mr. DiMartino
served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped
manage, acquire, take public and liquidate a number of operating companies. From 1986 to 2010, Mr. DiMartino
served as a Director of the Muscular Dystrophy Association.
Andrew
J. (Buddy) Donohue – Mr. Donohue, who has worked as a solo law practitioner
since 2019, has over 40 years of experience in the investment funds industry, in both senior government
and private sector roles. Mr. Donohue served as Chief of Staff to the Chair of the SEC, from 2015 to
2017, and previously served as the Director of the SEC's Division of Investment Management, from 2006
to 2010, where he was effectively the most senior regulator for the U.S. investment funds industry.
Mr. Donohue was Global General Counsel of Merrill Lynch Investment Managers, from 2003 to 2006, Executive
Vice President and General Counsel of OppenheimerFunds, Inc., from 1991 to 2001, and Investment Company
General Counsel of Goldman Sachs, from 2012 to 2015. Most recently, Mr. Donohue was an independent
Director of the OppenheimerFunds, from 2017 to 2019, and Of Counsel at the law firm of Shearman &
Sterling LLP, from
7
September 2017 to July 2019. Mr. Donohue has been an officer,
director and counsel for numerous investment advisers, broker-dealers, commodity trading advisers, transfer
agents and insurance companies, and has served on the boards of business development companies, registered
open-end funds, closed-end funds, exchange-traded funds and off-shore investment funds. He has also
served as chairman of the American Bar Association's Investment Companies and Investment Advisers Subcommittee,
editor of the ABA Fund Director's Guidebook and, since 2018, director, and, since January 2023, Chair
of the Mutual Fund Directors Forum, a leading funds industry organization. Mr. Donohue also is an adjunct
professor teaching investment management law at Brooklyn Law School.
Kenneth
A. Himmel – Mr. Himmel has over 30 years' experience as a business entrepreneur, primarily
focusing on real estate development. Mr. Himmel is President and Chief Executive Officer of Related
Urban Development, a leading developer of large-scale mixed-use properties and a division of Related
Companies, L.P., and a Managing Partner of Gulf Related, a real estate development joint venture between
Related Companies, L.P. and Gulf Capital.
Fund Board Committees.
The Fund has standing Audit, Nominating, Compensation and Litigation Committees, each comprised of its
Independent Trustees, except that Mr. DiMartino does not serve on the Compensation Committee.
The
function of the Audit Committee is (1) to oversee the Fund's accounting and financial reporting processes
and the audits of the Fund's financial statements and (2) to assist in the Board's oversight of the integrity
of the Fund's financial statements, the Fund's compliance with legal and regulatory requirements and
the qualifications, independence and performance of the Fund's independent registered public accounting
firm. A copy of the Fund's Audit Committee Charter, which describes the Audit Committee's purposes,
duties and responsibilities, is available at https://im.bnymellon.com/closed-end-funds.
The Fund's Nominating Committee is responsible for selecting and nominating persons
as members of the Board for election or appointment by the Board and for election by shareholders. In
evaluating potential nominees, including any nominees recommended by shareholders, the Committee takes
into consideration the factors listed in the Fund's Nominating Committee Charter and Procedures (the
"Nominating Committee Charter"), including character, integrity, and business and professional experience.
The Nominating Committee may consider whether a potential nominee's professional experience, education,
skills and other individual qualities and attributes, including gender, race or national origin, would
provide beneficial diversity of skills, experience or perspective to the Board's membership and collective
attributes. Such considerations will vary based on the Board's existing membership and other factors,
such as the strength of a potential nominee's overall qualifications relative to diversity considerations.
The
8
Committee will consider recommendations for nominees from
shareholders submitted to the Secretary of the Fund, c/o BNY Mellon Legal Department, 240 Greenwich Street,
18th Floor, New York, New York 10286, and including
information regarding the recommended nominee as specified in the Nominating Committee Charter. The
Nominating Committee Charter is attached as Exhibit B to this proxy statement.
The
function of the Compensation Committee is to establish the appropriate compensation for serving on the
Board.
The Litigation Committee seeks to address any potential conflicts
of interest between the Fund and the Investment Adviser in connection with any potential or existing
litigation or other legal proceeding related to securities held by the Fund and held or otherwise deemed
to have a beneficial interest held by the Investment Adviser or its affiliate.
Compensation.
Each Nominee also serves as a board member of certain other funds in the BNY Mellon Family of Funds.
Annual retainer fees and meeting attendance fees are allocated among the Fund and those other funds
on the basis of net assets, with the Chairman of the Board, Mr. DiMartino, receiving an additional 25%
of such compensation. The Fund reimburses Trustees for travel and out-of-pocket expenses in connection
with attending Board or committee meetings. The Fund does not have a bonus, pension, profit-sharing
or retirement plan.
The amount of compensation paid to each Nominee
by the Fund for the fiscal year ended March 31, 2023, and the aggregate amount of compensation paid to
each Nominee by all funds in the fund complex (which comprises registered investment companies for which
the Investment Adviser serves as investment adviser) for which the Nominee was a board member during
2022, was as follows*:
| | |
Name
of Nominee | Compensation
from the Fund | Aggregate
Compensation from the Fund and Fund Complex Paid
to Nominee(**) |
Joseph
S. DiMartino | $8,646 | $1,194,875 (95) |
Andrew
J. Donohue | $6,917 | $470,000 (43) |
Kenneth
A. Himmel | $6,670 | $184,500 (21) |
_______________
* Amounts shown do not include
expenses reimbursed to Nominees for attending Board meetings. Amounts shown also do not include the
costs of office space and related parking, office supplies and secretarial services, which are paid by
the Fund (allocated among the funds in the BNY Mellon Family of Funds based on net assets), which, in
2022, amounted to approximately $128 paid by the Fund.
**
Represents the number of separate portfolios comprising the investment companies in the fund complex,
including the Fund, for which the Nominees served as Board members in 2022.
9
For the Fund's most recent fiscal year, the number of Board
and committee meetings held and the amount of compensation paid by the Fund to the Continuing Trustees
and the aggregate amount of compensation paid by all funds in the fund complex (which comprises registered
investment companies for which the Investment Adviser or an affiliate of the Investment Adviser serves
as investment adviser) for which each such person was a board member in 2022 are set forth in Exhibit
A. Certain other information concerning the Fund's Trustees and officers also is set forth in Exhibit
A.
Required Vote
Provided
a quorum is present, the election of each Nominee requires the approval of a majority of shares of the
Fund represented in person or by proxy and entitled to vote at the Meeting.
ADDITIONAL
INFORMATION
Selection of Independent Registered Public Accounting
Firm
The 1940 Act requires that the Fund's independent registered
public accounting firm (the "independent auditors" or "auditors") be selected by a majority of the Independent
Trustees. The Audit Committee has direct responsibility for the appointment, compensation, retention
and oversight of the Fund's independent auditors. At a meeting held on March 6, 2023, the Fund's Audit
Committee approved and the Fund's Board, including a majority of the Independent Trustees, ratified and
approved the selection of KPMG LLP ("KPMG") as the independent auditors for the Fund's fiscal year ending
March 31, 2024. The Audit Committee's report relating to the Fund's financial statements for the fiscal
year ended March 31, 2023 is attached as Exhibit C to this proxy statement.
Independent
Registered Public Accounting Firm Fees and Services
The
following chart reflects fees billed by KPMG in the Fund's last two fiscal years. For Service Affiliates
(i.e., the Investment Adviser and any entity controlling, controlled by or under common control with
the Investment Adviser that provides ongoing services to the Fund), such fees represent only those fees
that required pre-approval of the Audit Committee, except the Aggregate Non-Audit Fees amounts, which
include all non-audit fees billed by KPMG to the Fund and Service Affiliates. All services provided
by KPMG were pre-approved, as required.
10
| | |
| Fund1 | Service Affiliates1 |
Audit Fees | $105,960/$108,080 | $0/$0 |
Audit-Related Fees2 | $5,450/$5,600 | $0/$0 |
Tax Fees3 | $0/$0 | $0/$0 |
All
Other Fees | $0/$0 | $0/$0 |
Aggregate Non-Audit Fees4 | N/A | $3,851,043/$3,945,912 |
_______________
1. Fiscal
years ended March 31, 2022/March 31, 2023
2. Services to the Fund consisted of one or more
of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section
817(h), (ii) security counts required by Rule 17f-2 under the 1940 Act, (iii) advisory services as to
the accounting or disclosure treatment of Fund transactions or events and (iv) advisory services as to
the accounting or disclosure treatment of the actual or potential impact to the Fund of final or proposed
rules, standards or interpretations by the Securities and Exchange Commission ("SEC"), the Financial
Accounting Standards Boards or other regulatory or standard-setting bodies.
3. Services
to the Fund consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns;
(ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory
or administrative developments; and (iii) tax advice regarding tax qualification matters and/or treatment
of various financial instruments held or proposed to be acquired or held.
4. Aggregate
non-audit fees billed by KPMG to the Fund and Service Affiliates are shown under the Service Affiliates
column.
Audit Committee Pre-Approval Policies and Procedures.
The Fund's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within
specified fee limits) of KPMG's engagement for audit and non-audit services to the Fund and non-audit
services to Service Affiliates without specific case-by-case consideration. The pre-approved services
in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved
tax services and pre-approved all other services. Pre-approval considerations include whether the proposed
services are compatible with maintaining KPMG's independence. Pre-approvals pursuant to the Policy are
considered annually. In addition, proposed services requiring pre-approval but not covered by the Policy
are considered from time to time as necessary.
Auditor
Independence. The Fund's Audit Committee has considered whether the provision
of non-audit services that were rendered to Service Affiliates that did not require pre-approval is compatible
with maintaining KPMG's independence.
A representative of KPMG
will be available to join the Meeting, will have the opportunity to make a statement and will be available
to respond to appropriate questions.
Service Providers
BNY
Mellon Investment Adviser, Inc., located at 240 Greenwich Street, New York, New York 10286, serves as
the Fund's investment adviser.
11
Alcentra NY, LLC, located at 9 West 57th Street, Suite 4920,
New York, New York 10019, serves as the Fund's sub-adviser.
The
Bank of New York Mellon, an affiliate of the Investment Adviser, located at 240 Greenwich Street, New
York, New York 10286, acts as Custodian for the assets of the Fund.
Computershare
Inc., located at 480 Washington Boulevard, Jersey City, New Jersey 07310, acts as the Fund's Transfer
Agent, Dividend-Paying Agent and Registrar.
Voting Information
To vote, you may use any of the following methods:
· By
Mail. Please complete, date and sign the enclosed proxy card and mail it in the enclosed,
postage-paid envelope.
· Over the Internet. Have
your proxy card available. Go to the website listed on the proxy card. Enter your control number from
your proxy card. Follow the instructions on the website.
· By Telephone. Have
your proxy card available. Call the toll-free number listed on the proxy card. Enter your control number
from your proxy card. Follow the recorded instructions.
· At the Meeting. Any
shareholder who attends the Meeting virtually may vote over the Internet (see above) during the Meeting.
Shares represented by executed and unrevoked proxies will be voted in accordance
with the specifications made thereon, and, if no voting instructions are given, shares will be voted
"for" a proposal.
If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote or represents a broker "non-vote" (that is,
a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote shares of the Fund on a particular matter with respect to which
the broker or nominee does not have discretionary power), the Fund's shares represented thereby will
be considered to be present at the Meeting for purposes of determining the existence of a quorum for
the transaction of business, but will not constitute a vote "for" a proposal and will have no effect
on the result of the vote. However, because the Fund understands that a broker or nominee may exercise
discretionary voting power with respect to the proposal to elect Trustees, and there are no other proposals
expected to come before the Meeting for which a broker or nominee would not have discretionary voting
authority, the Fund does not anticipate that there will be any "broker non-votes" at the Meeting.
The Fund will bear the cost of soliciting proxies. In addition to the use of
the mail, proxies may be solicited by telephone. Authorizations to execute proxies may be obtained by
electronic transmission or by telephonic instructions in accordance
12
with procedures designed to authenticate the shareholder's
identity. In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls
the toll-free telephone number directly to vote), the shareholder will be asked to provide or confirm
certain identifiable information and to confirm that the shareholder has received the Fund's proxy statement
and proxy card in the mail. Within 72 hours of receiving a shareholder's solicited telephonic voting
instructions, a confirmation will be sent to the shareholder to ensure that the vote has been taken in
accordance with the shareholder's instructions and to provide a telephone number to call immediately
if the shareholder's instructions are not correctly reflected in the confirmation.
OTHER
MATTERS
The Fund's Board is not aware of any other matter which may
come before the Meeting. However, should any such matter properly come before the Meeting, it is the
intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with
their judgment on such matter.
Any proposals of shareholders
that are intended to be presented at the Fund's 2024 Annual Meeting of Shareholders in accordance with
Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be received
by the Secretary of the Fund at the Fund's principal executive offices no later than March 3, 2024,
and must comply with all other legal requirements in order to be included in the Fund's proxy statement
and form of proxy for that meeting. For other shareholder proposals to be presented at the 2024 Annual
Meeting of Shareholders (but not included in the Fund's proxy statement), a shareholder's notice must
be delivered to the Secretary of the Fund at the Fund's principal executive offices no earlier than February
2, 2024 and no later than 5:00 p.m., Eastern time, on March 4, 2024. If the 2024 Annual Meeting of Shareholders
is advanced or delayed by more than 30 days from August 14, 2024, then timely notice must be delivered
not earlier than the 150th day prior to such annual
meeting and not later than 5:00 p.m., Eastern time, on the later of the 120th
day prior to such annual meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made. All shareholder proposals must include the information required
by the Fund's bylaws.
Shareholders who wish to communicate with Trustees
should send communications to the attention of the Secretary of the Fund, c/o BNY Mellon Investment Adviser,
Inc. Legal Department, 240 Greenwich Street, 18th
Floor, New York, New York 10286, and communications will be directed to the Trustee or Trustees indicated
in the communication or, if no Trustee or Trustees are indicated, to the Chairman of the Board.
13
NOTICE
TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please
advise the Fund, in care of Computershare Inc., Proxy Department, 480 Washington Blvd., 27th Floor,
Jersey City, New Jersey 07310, whether other persons are the beneficial owners of the shares for which
proxies are being solicited and, if so, the number of copies of the proxy statement and other soliciting
material you wish to receive in order to supply copies to the beneficial owners of shares. The Fund
may pay persons holding shares of the Fund in their names or those of their nominees for their expenses
in sending soliciting materials to their principals.
IT IS IMPORTANT
THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING VIRTUALLY
ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE
OR OTHERWISE VOTE PROMPTLY.
Dated: July 5, 2023
14
EXHIBIT A
PART I
Part
I sets forth information regarding the Continuing Trustees, Board and committee meetings and share ownership.
Information
About the Continuing Trustees' Experience, Qualifications, Attributes or Skills. The
Continuing Trustees of the Fund, together with information as to their positions with the Fund, principal
occupations and other board memberships for the past five years, are shown below. The address of the
Continuing Trustees is 240 Greenwich Street, New York, New York 10286.
Continuing
Class I Trustees with Terms Expiring in 2024
| | |
Name (Age) of Continuing Trustee Position
with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
| | |
FRANCINE J. BOVICH (71) Class
I Trustee (2011) | The Bradley Trusts, private trust funds, Trustee
(2011 – Present) | Annaly
Capital Management, Inc., a real estate investment trust, Director (2014
– Present) |
A-1
Continuing
Class I Trustees with Terms Expiring in 2024
| | |
Name (Age) of Trustees Position
with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
| | |
BRADLEY J. SKAPYAK (64) Class
I Trustee (2021) | Chief Operating Officer and Director of The Dreyfus Corporation,
the predecessor company of the Investment Adviser (2009 – 2019) Chief Executive Officer and Director of MBSC Securities Corporation (2016 –
2019) Chairman and Director
of Dreyfus Transfer, Inc. (2011 – 2019) Senior
Vice President of The Bank of New York Mellon (2007 – 2019) | N/A |
Continuing
Class II Trustees with Terms Expiring in 2025
| | |
Name (Age) of Continuing Trustee Position
with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
| | |
ROSLYN M. WATSON (73) Class
II Trustee (1998) | Watson Ventures, Inc., a real estate investment company, Principal
(1993 – Present) | American
Express Bank, FSB, Director (1993 – 2018) |
A-2
Continuing
Class II Trustees with Terms Expiring in 2025
| | |
Name (Age) of Trustees Position
with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
| | |
BENAREE PRATT WILEY (77) Class
II Trustee (1998)
| The Wiley Group, a firm specializing in strategy
and business development, Principal (2005
– Present) | CBIZ,
Inc., a public company providing professional business services, products and solutions, Director
(2008 – Present) Blue
Cross – Blue Shield of Massachusetts, Director (2004
– 2020) |
Each Continuing Trustee,
except Ms. Bovich and Mr. Skapyak, has been a BNY Mellon Family of Funds board member for over 20 years.
Ms. Bovich has been in the asset management business for over 40 years. Mr. Skapyak has over 30 years
of experience in the investment funds industry. Additional information about the Continuing Trustees
follows (supplementing the information provided in the table above) that describes some of the specific
experiences, qualifications, attributes or skills that the Continuing Trustees possess which the Board
believes has prepared them to be effective Trustees.
Continuing
Trustees
Francine J. Bovich – Ms. Bovich currently
also serves as a Trustee for The Bradley Trusts, private trust funds, and as a Director of Annaly Capital
Management, Inc. She is an Emeritus Trustee of Connecticut College, and served as a Trustee from 1986
to 1997. She currently serves as a member of the Investment Committee (formerly, the Investment Sub
Committee) for Connecticut College's endowment fund and served as Chair of the Investment Sub Committee
until June 2020. From April 1993 to September 2010, Ms. Bovich was a Managing Director at Morgan Stanley
Investment Management, holding various positions including Co-Head of Global Tactical Asset Allocation
Group, Operations Officer, and Head of the U.S. Institutional Equity Group. Prior to joining Morgan
Stanley Investment Management, Ms. Bovich was Principal, Executive Vice President and Senior Portfolio
Manager at Westwood Management Corporation, where she
A-3
worked from 1986 until 1993. From 1980 to 1986, she worked
at CitiCorp Investment Management, Inc. as Managing Director and Senior Portfolio Manager. From 1973
to 1980, Ms. Bovich was an Assistant Vice President and Equity Portfolio Manager at Bankers Trust Company.
From 1991 to 2005, she served as U.S. Representative to the United Nations Investments Committee, advising
a global portfolio of approximately $30 billion.
Bradley J. Skapyak
– Mr. Skapyak has over 30 years of experience in the investment funds industry. From January 2010
through May 2019, Mr. Skapyak served as President of the funds in the BNY Mellon Family of Funds. From
June 2009 through May 2019, Mr. Skapyak served as Chief Operating Officer and Director of The Dreyfus
Corporation, the predecessor of the Investment Adviser, where he was primarily responsible for the relationship
between The Dreyfus Corporation and the BNY Mellon Family of Funds, served as management's representative
at BNY Mellon Family of Funds' Board meetings and managed the mutual fund administration operations of
The Dreyfus Corporation in connection with its role as administrator to the BNY Mellon Family of Funds.
Mr. Skapyak also served, from August 2016 through May 2019, as Chief Executive Officer and Director
of MBSC Securities Corporation; from May 2011 through May 2019, as Chairman and Director of Dreyfus Transfer,
Inc.; and from April 2007 through May 2019, as Senior Vice President of The Bank of New York Mellon.
Roslyn
M. Watson – Ms. Watson has been a business entrepreneur in commercial and residential
real estate for over 15 years. Ms. Watson currently serves as President and Founder of Watson Ventures,
Inc., a real estate development investment firm, and her board memberships include American Express Bank,
FSB (until 2018), The Hyams Foundation, Inc. (emeritus), Pathfinder International and Simmons College.
Previously, she held various positions in the public and private sectors, including General Manager
for the Massachusetts Port Authority. She has received numerous awards, including the Woman of Achievement
award from the Boston Big Sister Association and the Working Woman of the Year Award from Working Woman
Magazine.
Benaree Pratt Wiley – Ms. Wiley
is a corporate director and trustee. For fifteen years, Ms. Wiley was the President and Chief Executive
Officer of The Partnership, Inc., an organization that strengthened Greater Boston's capacity to attract,
retain and develop talented professionals of color. Ms. Wiley currently serves on the Board of CBIZ
(NYSE: CBZ). She has served as the Chair of PepsiCo's African American Advisory Board, and formerly
served on the Board of First Albany (NASDAQ: FACT) and Blue Cross – Blue Shield of Massachusetts.
Her civic activities include serving on the Boards of Dress for Success Boston, Partners Continuing Care
and Spaulding Hospital, the Black Philanthropy Fund and Howard University where she served as Vice Chair
until June 2021.
A-4
Nominees' and Continuing Trustees' Ownership of Fund
Shares. The table below indicates the dollar range of the Nominees' and the Continuing
Trustees' ownership of shares of the Fund's beneficial interest and shares of other funds in the BNY
Mellon Family of Funds, in each case as of December 31, 2022.
| | |
Name of Continuing Trustee or Nominee | Fund Shares
| Aggregate Holdings of Funds in
the BNY Mellon Family of Funds |
| | |
Francine J. Bovich | None | $50,001
– $100,000 |
| | |
Joseph S. DiMartino* | Over $100,000 | Over $100,000 |
| | |
Andrew J. Donohue* | None | Over $100,000 |
| | |
Kenneth A. Himmel* | None | Over $100,000 |
| | |
Bradley J. Skapyak | None | $50,001 – $100,000 |
| | |
Roslyn M. Watson | None | $10,001
– $50,000 |
| | |
Benaree Pratt Wiley | None | $50,001 – $100,000 |
_________________
*
Nominee.
As of December 31, 2022, with the exception
of Mr. Skapyak, none of the Nominees or the Continuing Trustees or their immediate family members owned
securities of the Investment Adviser or any person (other than a registered investment company) directly
or indirectly controlling, controlled by or under common control with the Investment Adviser. As of
December 31, 2022, Mr. Skapyak owned unvested restricted stock units of The Bank of New York Mellon Corporation,
the parent company of the Investment Adviser, which he subsequently sold.
A-5
PERTAINING TO THE BOARD
· The Fund held six Board meetings, five Audit
Committee meetings and one Nominating Committee meeting during the last fiscal year. The Compensation
Committee and Litigation Committee did not meet during the last fiscal year.
· The
Fund does not have a formal policy regarding Trustees' attendance at annual meetings of shareholders.
Trustees did not attend last year's annual meeting of shareholders.
· All
Continuing Trustees and Nominees attended at least 75% of the meetings of the Board and committees of
which they were a member held in the last fiscal year.
A-6
Compensation Table. The amount of compensation
paid by the Fund to each Continuing Trustee and emeritus Board member by the Fund for the fiscal year
ended March 31, 2023, and the aggregate amount of compensation paid to each Continuing Trustee and emeritus
Board member by all funds in the fund complex (which comprises registered investment companies for which
the Investment Adviser or an affiliate of the Investment Adviser serves as investment adviser) for which
such person was a Board member or emeritus Board member during 2022, was as follows:*
| | |
Name of Trustee
|
Compensation from
the Fund
| Aggregate
Compensation from the Fund and Fund Complex Paid to
Trustee(**) |
Continuing Trustees
| | |
Francine J. Bovich | $6,917 | $613,000
(53) |
| | |
Bradley
J. Skapyak | $6,917 | $205,000 (21) |
| | |
Roslyn M. Watson | $6,917 | $470,000 (43) |
| | |
Benaree Pratt Wiley | $6,917 | $639,000
(61) |
Emeritus Board Members***
| | |
James Fitzgibbons | $743 | $50,000
(18) |
| | |
Stephen
J. Lockwood | $1,249 | $86,250 (21) |
____________________
* Amounts
shown do not include expenses reimbursed to Nominees for attending Board meetings. Amounts shown also
do not include the costs of office space and related parking, office supplies and secretarial services,
which are paid by the Fund (allocated among the funds in the BNY Mellon Family of Funds based on net
assets), which, in 2022, amounted to approximately $128 paid by the Fund.
** Represents the number of
separate portfolios comprising the investment companies in the fund complex, including the Fund, for
which the Continuing Trustee or emeritus Board member served as a Board member or emeritus Board member
in 2022.
*** An
emeritus Board member is entitled to receive an annual retainer of one-half the amount paid as a retainer
at the time the Trustee became emeritus and a per meeting attended fee of one-half the amount paid to
Trustees. The Fund's emeritus program was discontinued for current Trustees in November 2021.
A-7
PART II
Part II sets forth information regarding the
officers of the Fund. Each officer of the Fund holds office for an indefinite term until the officer's
successor is elected and has qualified.
| | |
Name
and Position with Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
DAVID DIPETRILLO President
(2019)1 | 45 | Vice President and Director of the Investment
Adviser since February 2021; Head of North America Distribution, BNY Mellon Investment Management since
February 2023; Head of North America Product, BNY Mellon Investment Management from January 2018 to February
2023. He is an officer of 53 investment companies (comprised of 103 portfolios) managed by the Investment
Adviser or an affiliate of the Investment Adviser. |
JAMES
WINDELS Treasurer (2012) | 64 | Director
of the Investment Adviser since February 2023; Vice President of the Investment Adviser since September
2020; and Director – BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised
of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
A-8
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
PETER M. SULLIVAN Chief
Legal Officer, Vice President and Assistant Secretary (2019)2 | 55 | Chief Legal Officer of the Investment Adviser and Associate General Counsel of
The Bank of New York Mellon Corporation since July 2021; Senior Managing Counsel of The Bank of New York
Mellon Corporation from December 2020 to July 2021; and Managing Counsel of The Bank of New York Mellon
Corporation from March 2009 to December 2020. He is an officer of 54 investment companies (comprised
of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
JAMES BITETTO Vice
President and Secretary (2012)3 | 56 | Senior
Managing Counsel of The Bank of New York Mellon Corporation since December 2019; Managing Counsel of
The Bank of New York Mellon Corporation from April 2014 to December 2019; and Secretary of the Investment
Adviser. He is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment
Adviser or an affiliate of the Investment Adviser. |
A-9
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
DEIRDRE CUNNANE Vice
President and Assistant Secretary (2019) | 33 | Managing Counsel of The Bank of New York Mellon
Corporation since December 2021; Counsel of The Bank of New York Mellon Corporation from August 2018
to December 2021; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from
February 2016 to August 2018. She is an officer of 54 investment companies (comprised of 123 portfolios)
managed by the Investment Adviser or an affiliate of the Investment Adviser. |
SARAH
S. KELLEHER Vice President and Assistant Secretary (2014) | 47 | Vice President of BNY Mellon ETF Investment Adviser, LLC since February 2020;
Senior Managing Counsel of The Bank of New York Mellon Corporation since September 2021; and Managing
Counsel of The Bank of New York Mellon Corporation from December 2017 to September 2021. She is an officer
of 54 investment companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate
of the Investment Adviser. |
A-10
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
JEFF S. PRUSNOFSKY Vice
President and Assistant Secretary (2012) | 58 | Senior Managing Counsel of The Bank of New
York Mellon Corporation. He is an officer of 54 investment companies (comprised of 123 portfolios) managed
by the Investment Adviser or an affiliate of the Investment Adviser. |
AMANDA
QUINN Vice President and Assistant Secretary (2020) | 38 | Counsel
of The Bank of New York Mellon Corporation since June 2019; Regulatory Administration Manager at BNY
Mellon Investment Management Services from September 2018 to May 2019; and Senior Regulatory Specialist
at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 54
investment companies (comprised of 123 portfolios) managed by the Adviser or an affiliate of the Investment
Adviser. |
JOANNE
SKERRETT Vice President and Assistant Secretary (2023) | 51 | Managing Counsel of The Bank of New York Mellon Corporation since June 2022; and
Senior Counsel with the Mutual Fund Directors Forum, a leading funds industry organization, from 2016
to June 2022. She is an officer of 54 investment companies (comprised of 123 portfolios) managed by
the Investment Adviser or an affiliate of the Investment Adviser. |
A-11
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
NATALYA ZELENSKY Vice
President and Assistant Secretary (2017) | 38 | Chief Compliance Officer since August 2021
and Vice President since February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer
since August 2021 and Vice President and Assistant Secretary since February 2020 of BNY Mellon ETF Trust;
Managing Counsel of The Bank of New York Mellon Corporation from December 2019 to August 2021; Counsel
of The Bank of New York Mellon Corporation from May 2016 to December 2019; and Assistant Secretary of
the Investment Adviser from April 2018 to August 2021. She is an officer of 54 investment companies
(comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
A-12
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
DANIEL GOLDSTEIN Vice
President (2022) | 54 | Head of Product Development of North America
Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North
America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President, Development
& Oversight of North America Product, BNY Mellon Investment Management from 2010 to March 2023.
He is an officer of 53 investment companies (comprised of 103 portfolios) managed by the Investment
Adviser or an affiliate of the Investment Adviser. |
A-13
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
JOSEPH MARTELLA Vice
President (2022) | 46 | Vice President of Investment Adviser since
December 2022; Head of Product Management of North America Distribution, BNY Mellon Investment Management
since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management
since April 2023; and Senior Vice President of North America Product, BNY Mellon Investment Management
from 2010 to March 2023. He is an officer of 53 investment companies (comprised of 103 portfolios) managed
by the Investment Adviser or an affiliate of the Investment Adviser. |
GAVIN
C. REILLY Assistant Treasurer (2012) | 54 | Tax Manager
– BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 123 portfolios)
managed by the Investment Adviser or an affiliate of the Investment Adviser. |
A-14
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
ROBERT SALVIOLO Assistant
Treasurer (2012) | 56 | Senior Accounting Manager – BNY Mellon Fund
Administration. He is an officer of 54 investment companies (comprised of 123 portfolios) managed by
the Investment Adviser or an affiliate of the Investment Adviser. |
ROBERT
SVAGNA Assistant Treasurer (2012) | 56 | Senior
Accounting Manager – BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised
of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
JOSEPH W. CONNOLLY Chief
Compliance Officer (2012) | 66 | Chief Compliance Officer of the BNY Mellon
Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance Officer of the Investment
Adviser from 2004 until June 2021. He is the Chief Compliance Officer of 53 investment companies (comprised
of 106 portfolios) managed by the Investment Adviser. |
____________________
1
President since 2021; previously, Vice President.
2
Chief Legal Officer since July 2021.
3 Vice
President and Secretary since 2018; previously, Vice President and Assistant Secretary.
The address of each officer of the Fund is 240 Greenwich Street, New York, New
York 10286.
A-15
PART III
Part III sets forth information
for the Fund regarding the beneficial ownership of its shares as of June 13, 2023 by the Nominees, Continuing
Trustees and officers of the Fund owning shares on such date and by any shareholders owning 5% or more
of the Fund's outstanding shares.
As of June 13, 2023, the
Nominees, Continuing Trustees and officers of the Fund, as a group, beneficially owned less than 1% of
the Fund's outstanding shares.
To the Fund's knowledge, based on filings made
pursuant to Section 13 of the Exchange Act, as of June 13, 2023, the following information with respect
to beneficial ownership of more than 5% of the outstanding shares has been reported.
| | | |
Title
of Class
| Name
and Address of Beneficial Owner | Number
of Shares Owned | Percent
of Class |
Common
Shares | First Trust Portfolios L.P. First
Trust Advisors L. P. The Charger Corporation 120 East
Liberty Drive, Suite 400 Wheaton, Illinois 60187 | 10,653,667 | 14.65% |
As of June 13, 2023, Cede
& Co., P.O. Box 20, Bowling Green Station, New York, New York 10274, held of record 99.62% of the
outstanding shares of beneficial interest of the Fund.
Delinquent
Section 16(a) Reports
Under Section 16(a) of the Exchange Act and
Section 30(h) of the 1940 Act, and the rules thereunder, the Fund's officers and Trustees, persons owning
more than 10% of the Fund's shares of beneficial interest, and certain additional persons are required
to report their transactions in the Fund's shares of beneficial interest to the SEC and the Fund. Based
solely on written representations of such persons and on copies of reports that have been filed with
the SEC, the Fund believes that, during the fiscal year ended March 31, 2023, such persons complied with
all filing requirements applicable to such persons.
A-16
EXHIBIT B
THE BNY MELLON FAMILY OF FUNDS
BNY
MELLON FUNDS TRUST
Nominating Committee Charter and Procedures
ORGANIZATION
The Nominating Committee
(the "Committee") of each fund in the BNY Mellon Family of Funds (each, the "Fund") shall be composed
solely of Directors/Trustees ("Directors") who are not "interested persons" (as defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund ("Independent Directors").
The Board of Directors of the Fund (the "Board") shall select the members of the Committee and shall
designate the Chairperson of the Committee.
RESPONSIBILITIES
The
Committee shall select and nominate persons for election or appointment by the Board as Directors of
the Fund and as Advisory Board Members (as defined below) of the Fund.
EVALUATION
OF POTENTIAL NOMINEES
The Board believes that Directors need to have
the ability to critically review, evaluate, question and discuss information provided to them, and to
interact effectively with Fund management, service providers and counsel, in order to exercise effective
business judgment in the performance of their duties. In evaluating potential Director nominees (including
any nominees recommended by shareholders as provided below) in light of this standard, and to address
certain legal and other requirements and considerations associated with composition of the Board, the
Committee shall consider, among other factors it may deem relevant:
· the character and integrity of the person;
· whether
or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund;
· whether
or not the person has any relationships that might impair his or her service on the Board;
· whether
nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding
the number and percentage of Independent Directors on the Board;
· whether
or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations
or their related fund complexes;
B-1
· whether
or not the person is willing to serve and is willing and able to commit the time necessary for the performance
of the duties and responsibilities of a Director of the Fund; and
· the
educational background; business, professional training or practice (e.g.,
medicine, accounting or law), public service or academic positions; experience from service as a board
member (including the Board) or as an executive of investment funds, public companies or significant
private or not-for-profit entities or other organizations; and/or other life experiences.
In addition, the Committee may consider whether a potential nominee's professional
experience, education, skills and other individual qualities and attributes, including gender, race or
national origin, would provide beneficial diversity of skills, experience or perspective to the Board's
membership and collective attributes. Such considerations will vary based on the Board's existing membership
and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity
considerations.
While the Committee is solely responsible for
the selection and nomination of Directors and Advisory Board Members, the Committee may consider nominees
for Independent Director recommended by Fund shareholders. The Committee will consider recommendations
for nominees from shareholders sent to the Secretary of the Fund, c/o BNY Mellon Investment Adviser,
Inc. Legal Department, 240 Greenwich Street, 18th
Floor, New York, New York 10286. A nomination submission must include all information relating to the
recommended nominee that is required to be disclosed in solicitations or proxy statements for the election
of Directors, as well as information sufficient to evaluate the factors listed above. Nomination submissions
must be accompanied by a written consent of the individual to stand for election if nominated by the
Board and to serve if elected by the shareholders, and such additional information must be provided regarding
the recommended nominee as reasonably requested by the Committee.
The
Committee shall have the authority to retain and terminate any search firm or other consultant to be
used to identify and/or conduct a background check with respect to Independent Director and/or Advisory
Board Member candidates, including the authority to approve its fees and other retention terms. The
Committee is empowered to cause the Fund to pay the compensation of any search firm or other consultant
engaged by the Committee.
NOMINATION OF DIRECTORS
After
a determination by the Committee that a person should be selected and nominated as a Director of the
Fund, the Committee shall present its recommendation to the full Board for its consideration.
B-2
ADVISORY BOARD MEMBERS
The Committee may from
time to time propose nominations of one or more individuals to serve as members of an "advisory board,"
as such term is defined in Section 2(a)(1) of the 1940 Act ("Advisory Board Members"). An individual
shall be eligible to serve as an Advisory Board Member only if that individual meets the requirements
to be an Independent Director (subject to the Committee's evaluation of the factors set forth above for
consideration of potential Director nominees) and does not otherwise serve the Fund in any other capacity.
An Advisory Board Member shall not have voting rights with respect to matters pertaining to the Fund.
Any Advisory Board Member shall serve at the pleasure of the Board and may be removed, at any time,
with or without cause, by the Board. An Advisory Board Member subsequently may be appointed as an Independent
Director, or nominated and elected as an Independent Director, at which time he or she shall cease to
be an Advisory Board Member. Any Advisory Board Member may resign at any time.
REVIEW
OF CHARTER AND PROCEDURES
The Committee shall review the charter and
procedures from time to time, as it considers appropriate.
B-3
EXHIBIT C
REPORT OF THE AUDIT COMMITTEE
BNY
Mellon High Yield Strategies Fund
May 11, 2023
The
Audit Committee oversees the Fund's financial reporting process on behalf of the Board of Trustees.
Management has the primary responsibility for the financial statements and the reporting process including
the systems of internal controls. In fulfilling its oversight responsibilities, the Committee reviewed
and discussed the audited financial statements in the Annual Report with management, including a discussion
of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statement.
The
Committee reviewed with the Fund's independent registered public accounting firm (the "independent auditors"
or "auditors"), who are responsible for expressing an opinion on the conformity of those audited financial
statements with generally accepted accounting principles, their judgments as to the quality, not just
the acceptability, of the Fund's accounting principles and such other matters as are required to be discussed
with the committee under the applicable standards of the Public Company Accounting Oversight Board (United
States) ("PCAOB") and Securities and Exchange Commission. In addition, the Committee discussed with
the independent auditors the auditors' independence from management and the Fund, including the auditors'
letter and the matters in the written disclosures required by the PCAOB, and considered the compatibility
of non-audit services with the auditors' independence.
The
Committee met with the independent auditors, with and without management present, to discuss the results
of their examinations, their evaluations of the Fund's internal controls, and the overall quality of
the Fund's financial reporting.
Based on the reviews and discussions referred
to above, the Committee recommended to the Board of Trustees (and the Board approved) that the audited
financial statements for the Fund be included in the Fund's Annual Report to Shareholders for the year
ended March 31, 2023.
Francine J. Bovich, Audit Committee Chair
Joseph
S. DiMartino, Audit Committee Member
Andrew J. Donohue, Audit Committee Member
Kenneth
A. Himmel, Audit Committee Member
Bradley J. Skapyak, Audit Committee Member
Roslyn
M. Watson, Audit Committee Member
Benaree Pratt Wiley, Audit Committee Member
C-1
0430-PROXY-23
BNY
MELLON HIGH
YIELD STRATEGIES
FUND
PO Box
43131
Providence,
RI 02940-3131 |
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VIRTUAL
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Website:
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on
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PROXY |
BNY
MELLON
HIGH YIELD
STRATEGIES
FUND
ANNUAL
MEETING
OF SHAREHOLDERS
TO
BE HELD
ON AUGUST
17, 2023 |
THIS
PROXY
IS SOLICITED
ON BEHALF
OF THE BOARD
OF TRUSTEES.
The
undersigned
shareholder
of BNY Mellon
High Yield
Strategies
Fund (the
“Fund”)
hereby
appoints
James Bitetto
and Deirdre
Cunnane,
and each of
them, the
attorneys
and proxies
of the undersigned,
with full
power of substitution,
to vote, as indicated
herein, all shares
of the Fund
standing
in the name
of the undersigned
at the close of business
on June 13, 2023, at the
Annual Meeting
of Shareholders
of the Fund
to be virtually
held at the
following
Website: www.meetnow.global/M7YZUFQ
on August 17, 2023,
at 10:30 a.m.,
Eastern
time, and at any
and all adjournments
thereof
(the “Meeting”),
with all of the
powers the
undersigned
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and there
personally
present and
especially
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To participate
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enter the
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The undersigned
hereby
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Meeting
of Shareholders
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and of the accompanying
Proxy Statement,
the terms
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THIS
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BNY_33357_042623
PLEASE
MARK, SIGN,
DATE
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Important
Notice Regarding
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The Proxy
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Proposal
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| 1. | To elect three
Class III Trustees
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their respective
successors are
duly elected and
qualified: |
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FOR
ALL |
WITHHOLD
ALL |
FOR ALL EXCEPT |
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01. Joseph S. DiMartino |
02. Andrew J. Donohue |
03. Kenneth A. Himmel |
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