BNY
MELLON MUNICIPAL
BOND INFRASTRUCTURE FUND, INC.
Notice
of Annual Meeting of Stockholders
To
the Stockholders:
To
Annual Meeting of
Stockholders (the
“Meeting”) of
BNY Mellon Municipal
Bond Infrastructure Fund, Inc. (the “Fund”),
a Maryland corporation, will be held in
a virtual meeting format only, on Tuesday,
August 17, 2021 at 10:00 a.m., Eastern time, for the following
purposes:
|
1.
|
To elect two Class I Directors
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
our stockholders and officers, and other attendees, the Meeting
will be held in a virtual meeting format only.
You will not be able to attend the Meeting
in person.
Stockholders of record
at the close of business on June 16,
2021 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 meetings.computershare.com/MQLLWAN, 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. To
register you must submit proof
of your proxy
power (legal proxy)
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 Wednesday,
August 11, 2021. 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 Wednesday,
August 11, 2021, Computershare will attempt
to register you, but may be unable to
do so prior to the Meeting.
Questions
from stockholders 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 Wednesday,
August 11, 2021.
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,
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.
By
Order of the Board
James Bitetto
Secretary
New
York, New
York
July 6, 2021
WE NEED YOUR PROXY VOTE
A STOCKHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT,
BUT IT IS VITAL. BY LAW, THE ANNUAL MEETING OF STOCKHOLDERS 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 STOCKHOLDERS’ 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 STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
BNY
MELLON MUNICIPAL
BOND INFRASTRUCTURE FUND, INC.
PROXY
STATEMENT
Annual
Meeting of Stockholders
to be held on August 17, 2021
This proxy statement
is furnished in connection with a solicitation of proxies by the Board of Directors (the “Board”) of BNY Mellon Municipal Bond
Infrastructure Fund, Inc.
(the “Fund”) to be used at the Annual Meeting
of Stockholders of the Fund (the “Meeting”) to be held on Tuesday, August
17, 2021 at 10:00 a.m., Eastern time,
in a virtual meeting format only, and
at any and all adjournments or postponements thereof, for
the purposes set forth in the accompanying Notice of Annual Meeting of Stockholders. Stockholders of record
at the close of business on June 16,
2021 are entitled to be present and
to vote at the Meeting. Stockholders
will not be able to attend the Meeting
in person.
Stockholders
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 through
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 through 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 constitutes in person attendance for
purposes of calculating a quorum. If a quorum
is not present at the Meeting, the stockholders present in person or by proxy,
by majority vote and without notice other than by
announcement at the Meeting, may adjourn
the Meeting. If
a proposal is to be voted upon by
only one class of the Fund’s shares,
a quorum of that class of shares (the holders of a majority of the outstanding shares
of the class) must be present in person
or by proxy at the Meeting
in order for the proposal to be considered. The Fund
has two classes of capital stock: Common Stock, par value $0.001 per share (the “Common Stock”),
and Remarketable Variable Rate MuniFund
Term Preferred
Shares, par value $0.001 per share, liquidation preference
$100,000 per share (the “RVMTP
Shares”). As of June 16,
2021, the Fund had outstanding the following
number of shares:
Common Stock
Outstanding
|
RVMTP Shares
Outstanding
|
18,392,447
|
750
|
It
is estimated that proxy
materials will be mailed to stockholders of record on or about July
6, 2021. 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 Stockholders are available
upon request, without charge, by
writing to the Fund at 144 Glenn
Curtiss Boulevard,
Uniondale, New
York 11556-0144, or by calling toll-free
1-800-334-6899.
Important Notice
Regarding Internet
Availability of Proxy Materials for the Annual Meeting of S tockholders to Be Held on August 17, 2021:This proxy statement and
a copy of the Fund’s most recent Annual Report to Stockholders are
available at https://im.bnymellon.com/us/en/intermediary/products/closed-end-funds.jsp.
2
PROPOSAL
1: ELECTION OF DIRECTORS
The
Board is
divided into three
classes with
the term
of office
of one
class expiring
each year. It is proposed
that stockholders of the Fund consider
the election of two Class I Directors
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 Mses. Francine
J. Bovich and Roslyn
M. Watson. Each Nominee
currently serves as a Director
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
stockholders. Each Nominee was nominated
by the Fund’s
nominating committee and has consented to being named in this proxy
statement and has agreed to continue to serve as a Director
if elected.
Biographical
information about each Nominee is set
forth below. Biographical
information about the Fund’s Directors
who are not standing for election at the Meeting
but who will continue to be Directors
of the Fund (each, a “Continuing
Director”) after the Meeting, information on each Nominee’s and Continuing
Director’s ownership
of Fund shares
and other relevant information is set forth on Exhibit
A to this proxy
statement. None of the Nominees
or Continuing Directors are deemed to
be “interested persons” (as defined in the Investment
Company Act of 1940, as amended (the “1940
Act”)) of the Fund
(“Independent Directors”).
Under
the 1940 Act and the terms of the Fund’s
charter, holders of Common Stock
and RVMTP Shares
will vote together as a single class with respect
to the election of Mses. Bovich and Watson.
The
persons named as proxies on the accompanying proxy card intend
to vote
each proxy
for the election of the Nominees, unless
stockholders 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 Director
for any reason, but, if that should occur prior to the Meeting,
the proxyholders reserve the right to substitute another person or persons of their
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
its affiliates,
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 Fund’s
and
the Investment
Adviser’s
Chief
Compliance Officer and portfolio
management personnel. The Board’s
Audit Committee (which
consists of all Independent
Directors) 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 or its
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 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 Directors
be Independent Directors
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
Directors
must be Independent
Directors,
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 Directors.
Currently,
except for Mr.
Davis, all of the Fund’s
Directors, including the Chairman of the
Board, are Independent
Directors. 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
and its 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 and its affiliates;
and (iii) the Board’s oversight
role in management of the Fund.
Information
About Each Nominee’s
and Continuing Director’s
Experience, Qualifications, Attributes
or Skills.
Nominees for Director
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 Directors of the Fund,
information on each
Nominee’s
and Continuing Director’s ownership
of Fund shares
and other relevant information is set forth on Exhibit
A.
Nominees for Class I Directors
with Terms Expiring in 2024
Name (Age) of Nominee
Position
with Fund (Since)
|
Principal Occupation
During
Past 5 Years
|
Other Public Company Board Memberships
During Past 5 Years
|
FRANCINE
J. BOVICH
(69)
Class I Director (2015)
|
Trustee,
The Bradley Trusts, private trust funds (2011
– Present)
|
Annaly Capital Management, Inc., a real estate investment trust, Director (2014 – Present)
|
ROSLYN M. WATSON (71)
Class I Director (2014)
|
Principal,
Watson Ventures, Inc., a real estate investment company (1993 – Present)
|
American
Express Bank, FSB, Director (1993 – 2018)
|
Ms.
Watson 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.
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 Directors
(this information for the Continuing Directors
is set forth on Exhibit A). The Board
believes that the significance of each Director’s
experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Director
may not have the same value for another)
and that these factors are best evaluated
at the Board level, with no single Director,
or particular factor, being indicative
of Board effectiveness. However,
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; the Board
believes that its members satisfy this standard.
Experience relevant to having this ability may be achieved
through a Director’s
educational background; business or 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 Director
nominees. To assist them in evaluating
matters under federal and state
law,
the Directors 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.
Independent
Director Nominees
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 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 until 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 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.
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.
Fund
Board Committees. The Fund
has standing Audit,
Nominating, Compensation and Litigation Committees, each comprised of its Independent
Directors, 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 www.im.bnymellon.com in
the “BNY Mellon Audit Committee
Charter” section under “Investments
– 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 stockholders. In
evaluating potential nominees, including any
nominees recommended by
stockholders, the Committee takes into consideration the factors listed in the Fund’s
Nominating
Committee Charter and Procedures
(the “Nominating Committee Charter”), including character and 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 Committee
will consider recommendations for nominees from
stockholders 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 not
available on the Fund’s
or the Investment Adviser’s
website, but was attached as Exhibit B to the Fund’s
proxy statement for the 2019 annual stockholder meeting (filed with the Securities
and Exchange Commission (the “SEC”)
on June 28, 2019).
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
relating to securities held by
the Fund and held or otherwise deemed
to have a beneficial interest held by
the Investment Adviser or its affiliate.
The
Fund also has a standing Pricing Committee
comprised of any one Independent
Director. The
function of the Pricing
Committee is to
assist in valuing
the Fund’s investments.
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
Directors 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 February
28, 2021, 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 or an affiliate of the
Investment Adviser serves as investment adviser) for which the Nominee was a board
member during 2020, was as follows*:
Name
of Nominee
|
Compensation
from
the Fund
|
Aggregate Compensation from
the Fund
and Fund Complex
Paid
to Nominee (**)
|
Francine J. Bovich
|
$8,993
|
$676,250 (69)
|
Roslyn M. Watson
|
$5,452
|
$456,500 (55)
|
|
*
|
The amounts do not include expenses reimbursed to Directors
for attending Board meetings.
|
** 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 2020.
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
Directors 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 2020 are set forth on Exhibit
A. Certain other information concerning the Fund’s
Directors and officers also is set forth
on Exhibit A.
Required
Vote
Provided
a quorum is present, the election of each Nominee requires the
affirmative vote
of a plurality of votes cast at the Meeting for the election of Directors.
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
Directors. 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 2, 2021, the Fund’s
Audit Committee approved and the Fund’s
Board, including a majority of
the Independent
Directors, ratified and approved the selection of Ernst & Young LLP (“EY”)
as the independent auditors for the Fund’s
fiscal year ending February
28, 2022. EY,
a major international accounting firm, has acted as independent auditors of the Fund
since the Fund’s organization. The
Audit Committee’s report
relating to the Fund’s
financial statements for the fiscal year ended February
28, 2021 is attached as Exhibit B to this proxy
statement.
Independent
Registered Public Accounting
Firm Fees
and Services
The
following chart reflects fees billed by
EY 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
by the Audit
Committee, except the Aggregate Non-Audit
Fees amounts, which include all non-audit
fees billed by EY
to the Fund and Service Affiliates. All
services provided by
EY were pre-approved as required.
Audit
Fees
|
Fund1
$36,686/$36,686
|
Service
Affiliates1
$0/$0
|
Audit-Related Fees2
|
$6,909/$12,106
|
$0/$0
|
Tax Fees3
|
$3,678/$5,800
|
$0/$0
|
All Other Fees
|
$2,346/$0
|
$0/$0
|
Aggregate Non-Audit Fees4
|
N/A
|
$824,560/$1,661,848
|
1
Fiscal
years ended February 29, 2020/February 28, 2021.
2
Services
to the Fund consisted of: (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 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 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 EY 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 EY’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 EY’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 EY’s independence.
A
representative of EY
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.
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.
|
|
•
|
By 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 stockholder
who attends the Meeting virtually may provide
voting instructions by 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.
The
Fund will bear the cost of soliciting
proxies. In addition to the use of the
mails, proxies
may be solicited by
telephone. Authorizations to execute
proxies may
be obtained by electronic
transmission or by telephonic instructions
in accordance with procedures designed to authenticate the stockholder’s
identity. In all cases where
a telephonic proxy
is solicited (as opposed to where the stockholder calls the toll-free
telephone number directly to vote),
the stockholder will be asked
to provide or
confirm certain identifiable information and
to confirm that
the stockholder has received the Fund’s
proxy
statement and proxy
card in the mail. Within 72 hours of receiving
a stockholder’s solicited telephonic voting
instructions, a confirmation will be sent to the stockholder to ensure that the vote
has been taken in accordance with the stockholder’s
instructions and to provide a telephone number to call
immediately if the stockholder’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 stockholders that are intended
to be presented at the Fund’s
2022 Annual Meeting of Stockholders
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 8, 2022, and
must comply with all other legal requirements in order
to be included in the Fund’s proxy
statement and forms of proxy for that meeting. For
other stockholder proposals to be presented at the 2022 Annual Meeting of Stockholders (but
not included in the Fund’s
proxy statement), a stockholder’s
notice must be delivered to the Secretary
of the Fund at the Fund’s
principal executive offices no earlier than February
6, 2022 and no later than 5:00
p.m
., Eastern time on March
8, 2022. If the 2022
Annual Meeting of
Stockholders is advanced or delayed
by more than 30 days from August 17, 2022, 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 stockholder proposals
must include the information required by
the Fund’s bylaws.
Stockholders
who wish to communicate
with Directors
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 Director or Directors
indicated in the communication or, if
no Director or Directors
are indicated, to the Chairman of the Board.
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,
STOCKHOLDERS
WHO DO
NOT EXPECT
TO ATTEND THE MEETING ARE URGED
TO COMPLETE, SIGN, DATE
AND RETURN THE ENCLOSED PROXY
CARD IN THE ENCLOSED STAMPED
ENVELOPE
OR OTHERWISE
VOTE PROMPTLY.
Dated:
July 6, 2021
EXHIBIT
A
PART I
Part
I sets forth information regarding the Continuing Directors,
Board and
committee meetings
and share ownership.
Information
About the Continuing Directors’ Experience,
Qualifications, Attributes
or Skills.
The Continuing Directors
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 Directors
is 240 Greenwich Street,
New York, New
York 10286.
Continuing
Class II Directors with Terms Expiring in 2022
Name (Age) of Continuing Director Position with Fund (Since)
|
Principal Occupation
During Past
5 Years
|
Other Board Memberships
During
Past 5 Years
|
J. CHARLES CARDONA (65)
Class II Director (2014)
|
President of the Investment
Adviser (2008 – 2016) Chief Executive Officer of Dreyfus Cash Investment Strategies, a division of the Investment Adviser
(2009
– 2016)
Chairman
(2013 – 2016) and Director (2005 – 2016) of BNY Mellon Securities Corporation (“BNYMSC”)
|
BNY
Mellon ETF Trust, Chairman and Director (2020 – Present)
BNY Mellon
Liquidity Funds, Director (2004 – Present); Chairman (2019
– 2021)
|
NATHAN LEVENTHAL (78)
RVMTP Share Designee Class
II Director (2013)
|
President
Emeritus of Lincoln Center for the Performing Arts (2001 – Present)
President
of the Palm Beach Opera (2016 – Present)
|
Movado Group, Inc., a public company that designs, sources, markets and distributes watches, Director (2003 – 2020)
|
ROBIN
A. MELVIN (57)
Class II Director (2014)
|
Trustee,
Westover School, a private girls’
boarding school in Middlebury,
Connecticut (2019 – Present)
Co-Chair,
Mentor Illinois, a non-profit
organization
dedicated
to increasing the quantity
and quality of
mentoring services in
Illinois (2014 – 2020);
Board
member
(2013 – 2020)
|
N/A
|
A-1
Continuing
Class III Directors with Terms Expiring in 2023
Name (Age) of Continuing Director Position with Fund (Since)
|
Principal Occupation During Past
5 Years
|
Other
Board Memberships
During Past
5 Years
|
JOSEPH
S. DiMARTINO (77)
Class III Director (2013)
|
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 – Present)
|
ANDREW J. DONOHUE (70)
Class III Director (2019)
|
Attorney,
Solo Law Practice (2019 – Present)
Of Counsel,
Shearman & Sterling LLP (2017 – 2019)
Chief of Staff
to the Chair of the SEC (2015 – 2017)
|
Oppenheimer Funds (58 funds), Director (2017 – 2019)
|
ISABEL P. DUNST (74)
Class III Director (2014)
|
Hogan Lovells
LLP, a law firm, Retired (2019 – Present); Senior Counsel (2018 – 2019); Of Counsel
(2015 – 2018)
Member of
the Board of Governors, Hebrew Union College Jewish Institute of Religion (2015 – Present)
Board Member,
Bend the ARC, a civil rights organization, (2016 – Present)
|
N/A
|
BENAREE
PRATT WILEY (74)
RVMTP Share Designee Class III
Director (2013)
|
Principal, The Wiley Group, a firm specializing in strategy and business development (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 – Present)
|
Each
Continuing Director,
except Messrs. Cardona and Donohue, has been a BNY Mellon Family
of Funds board member for over
20 years. Mr. Cardona was an employee
of The Dreyfus Corporation, the predecessor
of the Investment Adviser,
for over 30 years prior to his retirement
in 2016, and Mr. Donohue
has been in the investment funds industry for over
40 years. Additional information
about
the Continuing Directors follows (supplementing
the information provided
in the table above) that describes some
of the specific experiences, qualifications, attributes or skills that the Continuing Directors
possess which the Board believes has prepared
them to be effective Directors.
Independent
Directors
J.
Charles Cardona – Mr.
Cardona has served as the Chairman of the Board
for the funds in the BNY Mellon ETF Trust
since 2020. Mr. Cardona was the
President and a Director of The Dreyfus
Corporation, the predecessor of the Investment
Adviser, and the Chief Executive
Officer of Dreyfus Cash Investment
Strategies, a division of
the Investment Adviser,
until he retired
in 2016. From
2013 to 2016, Mr. Cardona
served as Chairman of BNYMSC, and he previously served as an Executive
Vice President, from 1997 to 2013. He
also served as President of the Institutional Services Division of BNYMSC. He
joined the Institutional Services Division in 1985 with management responsibility for
all Institutional Operations and Client Service units. Prior
to joining the Institutional Services Division,
he served as Assistant Director of
Sales and
Services in
the Retail Division
of BNYMSC, which he joined in 1981.
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 BNY Mellon
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
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 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.
Isabel
P. Dunst
– Ms. Dunst practiced law for over
40 years. Half
of her career was spent at the U.S. Department
of Health and Human
Services, where she had major legal and management responsibilities for the operation
of the General Counsel’s Office of the Agency,
including serving as its Deputy General
Counsel, the senior career legal position. Ms. Dunst
most recently was Senior
Counsel to Hogan Lovells
LLP, a Washington
based international law
firm, which she
joined in 1990. Ms. Dunst
was a partner of the firm for approximately 25 years.
Ms. Dunst currently
serves on the Board
of Trustees of the Union
for Reform Judaism and on the Board
of Governors of Hebrew
Union College – Jewish Institute
of Religion.
Nathan
Leventhal – Mr.
Leventhal was previously a Commissioner
of the New York
City Planning Commission. Previously,
Mr. Leventhal served in a number of senior
positions in New York
City Government,
including Fiscal Director
of the Human Resources
Administration and Chief of Staff
to Mayor John V.
Lindsay, Deputy Mayor to Mayor Ed Koch,
and Transition Chairman for both Mayors
David Dinkins
and Michael Bloomberg.
Mr. Leventhal is a former partner in the
law firm Poletti Freidin
Prashker Feldman
& Gartner.
In the not-for-profit sector,
Mr. Leventhal serves as President
of the Palm Beach
Opera and served as President
of Lincoln Center for the Performing Arts
and Chairman of the Avery Fisher
Artist Program; he is now
President Emeritus
of Lincoln Center for the Performing Arts.
Robin
A. Melvin – From 2014 to 2020,
Ms. Melvin served as Co-Chair of Mentor
Illinois, a non-profit
organization dedicated to increasing the
quantity and quality of mentoring services in Illinois,
and served as a board member from
2013 to 2020. Ms. Melvin served as Director
of the Boisi Family Foundation,
a private family foundation that supports
organizations serving the needs of youth from disadvantaged
circumstances, from 1995 to 2012. In
that role she also managed the Boisi Family
Office, providing
the primary interface with all investment managers, legal advisors and other service
providers to the family. She has also
served in various roles with MENTOR, a
national non-profit youth mentoring advocacy organization, including Executive Director of the New
York City affiliate, Vice President
of the national affiliate network, Vice
President of Development,
and, immediately prior to her departure, Senior Vice President in charge of strategy.
Prior to that, Ms. Melvin
was an investment banker with Goldman
Sachs Group,
Inc. Since 2019, she has served as a Trustee
of Westover School, a private girls’
boarding school in Middlebury,
Connecticut.
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 boards
of Blue Cross
Blue Shield
of Massachusetts and 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).
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 serves as Vice Chair.
Nominees’
and Continuing Directors’
Ownership of Fund
Shares. The table below indicates the
dollar range of the Nominees’ and
the Continuing Directors’ ownership
of shares of the Fund’s
Common Stock and shares of other funds
in the BNY Mellon Family
of Funds, in each case as of December
31, 2020.
Name of Continuing Director or Nominee
|
Fund Common Stock
|
Aggregate
Holding of Funds in the BNY Mellon
Family of Funds
|
Francine J. Bovich*
J. Charles Cardona
Joseph
S. DiMartino
Andrew J. Donohue
Isabel P. Dunst
Nathan Leventhal
Robin A. Melvin
Roslyn M. Watson*
Benaree Pratt Wiley
|
None
$50,001 –
$100,000
None
None
None
None
None
None
None
|
None
Over $100,000
Over $100,000
Over $100,000
Over $100,000
Over $100,000
$50,001 – $100,000
$10,001 – $50,000
$50,001 – $100,000
|
*Nominee.
|
|
|
As
of December 31, 2020, none of the Nominees
or the Continuing Directors 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.
PERTAINING
TO THE BOARD
|
•
|
The Fund
held seven Board
meetings, five Audit Committee meetings, one Nominating
Committee meeting
and one Litigation
Meeting
during the
last fiscal year. The Compensation
Committee and Pricing Committee did not
meet during the last fiscal year.
|
|
•
|
The Fund
does not have a formal policy regarding Directors’
attendance at annual meetings of stockholders. Directors
did not attend last year’s annual meeting of stockholders.
|
|
•
|
All Continuing Directors
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-5
Compensation
Table.
The amount of compensation paid by the
Fund to each Continuing
Director and
Director who will not
continue as a Director
for the fiscal year ended February
28, 2021, and the aggregate amount of compensation paid to each Continuing Director
and Director who will not continue as
a Director 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 during 2020, was as follows*:
Name of Director
|
Compensation
from the Fund
|
Aggregate Compensation
from the Fund and Fund Complex Paid to Director(**)
|
Continuing Directors
|
|
|
J. Charles Cardona
|
$8,953
|
$317,250 (41)
|
Joseph S. DiMartino
|
$11,189
|
$1,238,750 (118)
|
Andrew J. Donohue
|
$8,993
|
$491,250 (55)
|
Isabel P. Dunst
|
$8,953
|
$261,000 (33)
|
Nathan Leventhal
|
$8,953
|
$421,000 (47)
|
Robin A. Melvin
|
$8,960
|
$798,250 (96)
|
Benaree Pratt Wiley
|
$8,994
|
$660,500 (75)
|
Non-Continuing Director
|
|
|
Gordon J. Davis***
|
$8,952
|
$419,500 (53)
|
*
Amounts shown do not include expenses reimbursed
to Directors
for attending board meetings,
or the costs of office space and related parking, office supplies and secretarial
services, which also are paid by the Fund
(allocated among the funds in the BNY Mellon
Family of Funds
based on net assets) and, in 2020, the amount paid by
the Fund was approximately
$274.
**
Represents the number of separate portfolios comprising the investment companies in
the fund complex, including the Fund,
for which such persons served as board
members in 2020.
***Mr.
Davis, currently a Class I Director
of the Fund, is not standing for election
at the Meeting. Pursuant
to the Fund’s emeritus policy,
Mr. Davis
will become emeritus prior to the Meeting,
and the number of Directors constituting
the entire Board
will be reduced to nine Directors.
Mr. Davis
is deemed to be an “interested person”
(as defined in the 1940 Act), of the Fund
as a result of his affiliation with Venable
LLP, which provides
legal services to the Fund.
A-6
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 his or her 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 1 (2019)
|
43
|
Head of North America Product, BNY Mellon Investment
Management since January 2018; Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017.
He is an officer of 56 investment companies (comprised of 106 portfolios) managed by the Investment Adviser
|
|
|
|
|
|
|
|
|
|
JAMES WINDELS
Treasurer (2012)
|
62
|
Director — BNY Mellon Fund Administration, and
an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser.
|
JAMES BITETTO
Vice President and
Secretary 2 (2012)
|
55
|
Senior Managing Counsel of BNY
Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of the Investment Adviser, and
an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser.
|
Name and Position
with Fund (Since)
|
Age
|
Principal Occupation and Business Experience
For Past Five Years
|
DEIRDRE
CUNNANE
Vice
President and
|
31
|
Counsel
of BNY Mellon since August
|
Assistant Secretary (2019)
|
|
2018; Senior Regulatory Specialist at
|
|
|
BNY Mellon Investment Management
|
|
|
Services from February 2016 to
|
|
|
August 2018. She is an officer of 57
|
|
|
investment companies (comprised
|
|
|
of 129 portfolios) managed by the
|
SARAH
S. KELLEHER
|
|
Investment Adviser.
|
Vice President and
|
45
|
Managing Counsel of BNY Mellon since
|
Assistant Secretary (2014)
|
|
December 2017; Senior Counsel of
|
|
|
BNY
Mellon from March 2013 to December 2017. She is an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser
|
|
|
|
JEFF
S. PRUSNOFSKY
Vice President and
Assistant Secretary (2012)
|
56
|
Senior Managing Counsel of BNY Mellon, and an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser.
|
|
|
|
|
|
|
AMANDA QUINN
Vice President and
Assistant Secretary (2020)
|
36
|
Counsel of BNY Mellon since June 2019; Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019; Senior Regulatory
Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 57 investment companies (comprised
of 129 portfolios) managed by the Adviser.
|
|
|
|
Name and Position
with Fund (Since)
PETER SULLIVAN
|
Age
|
Principal Occupation and Business Experience
For Past Five Years
|
Vice President and
|
53
|
Senior Managing Counsel of BNY
|
Assistant Secretary (2019)
|
|
Mellon, since December 2020 and
|
|
|
Managing Counsel of BNY Mellon
|
|
|
from March 2009 to December 2020.
|
|
|
He is an officer of 57 investment
|
|
|
companies (comprised of 129
|
|
|
portfolios) managed by the Investment
|
NATALYA
ZELENSKY
|
|
Adviser.
|
Vice President and Assistant
Secretary
(2017)
|
36
|
Managing
Counsel of BNY Mellon since December 2019; Counsel of BNY Mellon from May 2016 to November 2019; Attorney at Wildermuth Endowment Strategy Fund/Wildermuth Advisory,
LLC from November 2015 to May 2016. She is an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment
Adviser.
|
|
|
|
GAVIN C. REILLY
|
52
|
Tax Manager — BNY Mellon Fund Administration, and
|
Assistant Treasurer (2012)
|
|
an officer of 57 investment companies (comprised of
|
|
|
129 portfolios) managed by
the Investment Adviser.
|
|
|
|
|
|
|
ROBERT SALVIOLO
Assistant
Treasurer
(2012)
|
54
|
Senior Accounting Manager — BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 129 portfolios)
managed by the Investment Adviser.
|
|
|
|
|
|
|
Name
and Position
with Fund (Since)
|
Age
|
Principal Occupation and Business Experience
For Past Five Years
|
|
|
|
ROBERT SVAGNA
|
54
|
Senior Accounting Manager - BNY Mellon Fund
|
Assistant Treasurer
(2012
|
|
Administration, and an officer of 57 investment companies (comprised of 129 portfolios)
managed by the Investment Adviser.
|
|
|
|
JOSEPH W. CONNOLLY
|
64
|
Chief Compliance Officer of the BNY Mellon
|
Chief Compliance Officer (2012)
|
|
Family of Funds and BNY Mellon Funds Trust (56 investment companies,
comprised of 121 portfolios) since 2004; Chief Compliance Officer of the Investment Adviser from 2004 to June 2021.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
President
since 2021; previously,
Vice President.
2
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.
PART
III
Part
III sets forth information for the Fund
regarding the beneficial ownership
of its shares as of June 16, 2021 by the
Nominees, Continuing Directors and officers of the Fund
owning shares on such date and by
any stockholders owning 5% or more
of a class of the Fund’s outstanding
shares.
As
of June 16, 2021, none of the Nominees,
Continuing Directors or officers of the
Fund, as a group,
beneficially owned less than 1% of the Fund’s
Common Stock, and did not own
any RVMTP Shares.
To
the Fund’s knowledge, based
on filings made pursuant to Section 13 of the Exchange
Act as of June 16, 2021, the following
information with respect to beneficial
ownership of more
than 5%
of the outstanding shares of
Common Stock
and/or outstanding shares of RVMTP
Shares has been reported.
Title
of Class
|
Name and Address of Beneficial Owner
|
Number of Shares Owned
|
Percent of Class
|
RVMTP Shares
|
JPMorgan Chase Bank,
|
750
|
100%
|
|
National Association
|
|
|
|
1111 Polaris Parkway
|
|
|
|
Columbus, OH 43240
|
|
|
As
of June 16, 2021, Cede & Co., P.O.
Box 20, Bowling Green
Station, New
York, New York
10274, held of record
100% of the outstanding
shares of Common Stock
and 100% of the outstanding RVMTP Shares.
EXHIBIT
B
REPORT
OF THE AUDIT COMMITTEE
BNY
Mellon Municipal Bond Infrastructure
Fund, Inc.
(the “Fund”)
April
27, 2021
The
Audit Committee oversees
the Fund’s financial reporting
process on behalf of the Board of Directors.
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 statements.
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 Directors
(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 February
28, 2021.
Francine
J. Bovich, Audit Committee Chair
J. Charles
Cardona, Audit Committee Member
Joseph S. DiMartino,
Audit Committee Member
Andrew J. Donohue, Audit Committee
Member
Isabel
P. Dunst,
Audit Committee Member
Nathan
Leventhal, Audit Committee Member
Robin A. Melvin,
Audit Committee Member
Roslyn
M. Watson, Audit
Committee Member
Benaree
Pratt Wiley,
Audit Committee Member
B-1
0805-PROXY-21
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