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Form DEF 14A BNY MELLON HIGH YIELD For: Aug 16

July 5, 2022 9:16 AM EDT

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DEF 14A

PROXY STATEMENT PURSUANT TO SECTION 14 (a)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

Filed by the Registrant [X]

Filed by a Party other than the [_]

Registrant

 

Check the appropriate box:

 

[_]       Preliminary Proxy Statement

 

[_]       Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

 

[_]       Definitive Proxy Statement

[X]       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.

[ ]       Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)       Title of each class of securities 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:

 

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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 in a virtual meeting format only on Tuesday, August 16, 2022 at 10:30 a.m., Eastern time, for the following purposes:

1. To elect one Class I Trustee to serve for a two-year term and two Class II 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 our shareholders 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.

Shareholders of record at the close of business on June 15, 2022 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/M5V4PCY, 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 [email protected] Requests for registration should be received no later than 5:00 p.m., Eastern Time, on Tuesday, August 9, 2022. 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 Tuesday, August 9, 2022, 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 [email protected] no later than 5:00 p.m., Eastern Time, on Tuesday, August 9, 2022. 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.

     By Order of the Board

  

James Bitetto
Secretary

New York, New York
July 5, 2022

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

PROXY STATEMENT

Annual Meeting of Shareholders
to be held on August 16, 2022

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 in a virtual meeting format only on Tuesday, August 16, 2022 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 15, 2022 are entitled to be present and to vote at the Meeting. Shareholders will not be able to attend the Meeting in person.

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 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 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 15, 2022, the Fund had 72,736,534.00 shares of beneficial interest outstanding.

It is estimated that proxy materials will be mailed to shareholders of record on or about July 5, 2022. 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, or by 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 Tuesday, August 16, 2022: This proxy statement and a copy of the Fund's most recent Annual Report to Shareholders are available at https://im.bnymellon.com/us/en/intermediary/products/closed-end-funds.jsp.

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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 one Class I Trustee to serve for a two-year term and two Class II 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 Mr. Bradley J. Skapyak as a Class I Trustee, and Mses. Roslyn M. Watson and Benaree Pratt Wiley as Class II Trustees.

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. Mses. Watson and Wiley have each served as a Trustee since the Fund's inception and have previously been elected by the Fund's shareholders. Mr. Skapyak was appointed to the Board by the Fund's Trustees in September 2021. 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. Except for Mr. Skapyak, 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 (an "Interested Trustee"). Mr. Skapyak is deemed to be an Interested Trustee of the Fund as a result of his ownership of unvested restricted stock units of The Bank of New York Mellon Corporation, the parent company of BNY Mellon Investment Adviser, Inc., the Fund's investment adviser (the "Investment Adviser").

The persons named as proxies on the accompanying proxy card 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 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 the 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

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meetings, regularly interacts with and receives reports from senior personnel of service providers, including senior personnel of the Investment Adviser and its affiliates, the Fund's and the Investment Adviser's Chief Compliance Officer and portfolio management personnel. The Board's Audit Committee (which consists of all of the Fund's Trustees who are not "interested persons" (as defined in the 1940 Act) of the Fund ("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 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 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, with the exception of Mr. Skapyak, 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 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 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

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Nominee's and Continuing Trustee's ownership of Fund shares and other relevant information is set forth in Exhibit A.

Nominee for Class I Trustee with Term 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

Interested Trustee Nominee

   

BRADLEY J. SKAPYAK (63)
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

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Nominees for Class II Trustees with Terms Expiring in 2025

   


Name (Age) of Nominee
Position with Fund (Since)


Principal Occupation
During Past 5 Years

Other Public Company
Board Memberships
During Past 5 Years

Independent Trustee Nominees

   

ROSLYN M. WATSON (72)
Class II Trustee (1998)

Watson Ventures, Inc., a real estate investment company, Principal (1993 – Present)

American Express Bank, FSB, Director (1993 – 2018)

   

BENAREE PRATT WILEY (75)
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)

Mses. Watson and Wiley have been BNY Mellon Family of Funds board members for over 20 years. Mr. Skapyak has over 30 years of experience in the investment funds industry. 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 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

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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.

Class I Interested Trustee Nominee

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.

Class II Independent Trustee Nominees

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.

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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.

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 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 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 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.

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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.

The Fund also has a standing Pricing Committee comprised of any one Independent Trustee. 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 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, 2022, 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 2021, was as follows*:

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Name of Nominee

Compensation from
the Fund

Aggregate Compensation from
the Fund and Fund Complex
Paid to Nominee(**)

Interested Trustee Nominee

  

Bradley J. Skapyak***

$3,001

$81,891 (22)

Independent Trustee Nominees

  

Roslyn M. Watson

$5,163

$427,500 (52)

Benaree Pratt Wiley

$7,428

$668,261 (70)

_______________

* Amounts shown do not include expenses reimbursed to Nominees 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 2021.

*** Mr. Skapyak became a Trustee of the Fund and other funds in the fund complex in September 2021.

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 2021 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

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auditors. At a meeting held on April 25, 2022, 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, 2022. The Audit Committee's report relating to the Fund's financial statements for the fiscal year ended March 31, 2022 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.

   
 

Fund1

Service Affiliates1

Audit Fees

$105,960/$105,960

$0/$0

Audit-Related Fees2

$5,450/$5,450

$0/$0

Tax Fees3

$0/$0

$0/$0

All Other Fees

$0/$0

$0/$0

Aggregate Non-Audit Fees4

N/A

$3,624,805/$3,851,043

_______________

1. Fiscal years ended March 31, 2021/March 31, 2022

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

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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.

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 shareholder 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

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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 mail, 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 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 2023 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 7, 2023, 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 2023 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 5, 2023 and no later than 5:00 p.m., Eastern time on March 7, 2023. If the 2023 Annual Meeting of Shareholders is advanced or delayed by more than 30 days from August 16, 2023, 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

13

 

or Trustees indicated in the communication or, if no Trustee or Trustees 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, SHAREHOLDERS 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 5, 2022

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 Trustee with Term 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 (70)
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)


Continuing Class III Trustees with Terms Expiring in 2023

     


Name (Age) of Continuing Trustee
Position with Fund
(Since)


Principal Occupation
During Past 5 Years

Other Public Company
Board Memberships
During Past 5 Years

JOSEPH S. DIMARTINO (78)
Chairman of the Board
Class III Trustee (1998)

Director or Trustee of the 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)

A-1

 

     

ANDREW J. DONOHUE (71)
Class III Trustee (2019)

Attorney, Solo Law Practice (2019 – Present)

Shearman & Sterling LLP, a law firm, Of Counsel (2017 – 2019)

Chief of Staff to the Chair of the SEC (2015 –2017)

OppenheimerFunds (58 funds), Director (2017 – 2019)

KENNETH A. HIMMEL (75)
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 Continuing Trustee, except Ms. Bovich and Mr. Donohue, 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. Donohue has been in the investment funds industry for over 40 years. 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.

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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 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.

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

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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.

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.

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, 2021.

   

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, 2021, 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

A-4

 

common control with the Investment Adviser. Mr. Skapyak owns unvested restricted stock units of The Bank of New York Mellon Corporation, the parent company of the Investment Adviser.

PERTAINING TO THE BOARD

· The Fund held five Board meetings, five Audit Committee meetings, two Nominating Committee meetings and one Compensation Committee meeting during the last fiscal year. The Litigation Committee and Pricing 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-5

 

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, 2022, 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 2021, 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

$5,581

$650,620 (66)

   

Joseph S. DiMartino

$6,726

$1,185,000 (109)

Andrew J. Donohue

$5,400

$489,967(52)

Kenneth A. Himmel

$3,953

$208,000 (22)

Emeritus Board Members***

   

James Fitzgibbons

$657

$50,000 (20)

Stephen J. Lockwood****

$3,468

$194,565 (22)

____________________

* Amounts shown do not include 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). In 2021, the amount paid by the Fund was approximately $170.

** 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 2021.

*** Each 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.

**** Mr. Lockwood became an emeritus Board member effective October 29, 2021. Prior to such date, Mr. Lockwood served as a Class I Trustee of the Fund. The amounts in the table reflect the fees Mr. Lockwood received from the Fund and funds in the fund complex as a Board member through October 28, 2021 and, thereafter, as an emeritus Board member.

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 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

44

Vice President and Director of the Investment Adviser since February 2021; Head of North America Product, BNY Mellon Investment Management since January 2018; and Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017. He is an officer of 56 investment companies (comprised of 109 portfolios) managed by the Investment Adviser.

JAMES WINDELS
Treasurer (2012)

64

Vice President of the Investment Adviser since September 2020; and Director – BNY Mellon Fund Administration. He is an officer of 57 investment companies (comprised of 130 portfolio) managed by the Investment Adviser or an affiliate of the Investment Adviser.

A-7

 

   

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

54

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 57 investment companies (comprised of 130 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 57 investment companies (comprised of 130 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

DEIRDRE CUNNANE
Vice President and Assistant Secretary (2019)

31

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 57 investment companies (comprised of 130 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; Managing Counsel from December 2017 to September 2021; and Senior Counsel of The Bank of New York Mellon Corporation from March 2013 to December 2017. She is an officer of 57 investment companies (comprised of 130 portfolio) 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

JEFF S. PRUSNOFSKY
Vice President and Assistant Secretary (2012)

57

Senior Managing Counsel of The Bank of New York Mellon Corporation. He is an officer of 57 investment companies (comprised of 130 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.

AMANDA QUINN
Vice President and Assistant Secretary (2020)

37

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 57 investment companies (comprised of 130 portfolios) managed by the 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

NATALYA ZELENSKY
Vice President and Assistant Secretary (2017)

37

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 57 investment companies (comprised of 130 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.

DANIEL GOLDSTEIN
Vice President (2022)

53

Head of Product Development of North America Product, BNY Mellon Investment Management since January 2018; Co-Head of Product Management, Development & Oversight of North America Product, BNY Mellon Investment Management from January 2010 to January 2018; and Senior Vice President, Development & Oversight of North America Product, BNY Mellon Investment Management since 2010.

A-11

 

   

Name and Position
with Fund (Since)


Age

Principal Occupation and
Business Experience For 
Past Five Years

JOSEPH MARTELLA
Vice President (2022)

45

Head of Product Management of North America Product, BNY Mellon Investment Management since January 2018; Director of Product Research and Analytics of North America Product, BNY Mellon Investment Management from January 2010 to January 2018; and Senior Vice President of North America Product, BNY Mellon Investment Management since 2010.

GAVIN C. REILLY
Assistant Treasurer (2012)

54

Tax Manager – BNY Mellon Fund Administration. He is an officer of 57 investment companies (comprised of 130 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.

ROBERT SALVIOLO
Assistant Treasurer (2012)

55

Senior Accounting Manager – BNY Mellon Fund Administration. He is an officer of 57 investment companies (comprised of 130 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.

ROBERT SVAGNA
Assistant Treasurer (2012)

55

Senior Accounting Manager – BNY Mellon Fund Administration. He is an officer of 57 investment companies (comprised of 130 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

JOSEPH W. CONNOLLY
Chief Compliance Officer (2012)

65

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 an officer of 56 investment companies (comprised of 117 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-13

 

PART III

Part III sets forth information for the Fund regarding the beneficial ownership of its shares as of June 15, 2022 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 15, 2022, 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 15, 2022, 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

11,499,877

15.81%

As of June 15, 2022, Cede & Co., P.O. Box 20, Bowling Green Station, New York, New York 10274, held of record 99.56% 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, 2022, all filing requirements applicable to such persons were complied with except that Form 3s were not filed on a timely basis for the Investment Adviser, and Bradley Skapyak, who became a Board Member of the Fund on September 16, 2021. With respect to the Investment Adviser, a Form 3 was filed October 12, 2021, and with respect to Mr. Skapyak, a Form 3 was filed on September 27, 2021 each of which reflected that the Investment Adviser and Mr. Skapyak, as applicable, did not own any of the Fund's shares of beneficial interest.

A-14

 

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 23, 2022

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, 2022.

Francine J. Bovich, Audit Committee Chair
Joseph S. DiMartino, Audit Committee Member
Andrew J. Donohue, Audit Committee Member
Kenneth A. Himmel, Audit Committee Member
Roslyn M. Watson, Audit Committee Member
Benaree Pratt Wiley, Audit Committee Member

C-1

 

C-2

 

0430-PROXY-22

 

 

 

 

 

EVERY SHAREHOLDER’S VOTE IS IMPORTANT

 

EASY VOTING OPTIONS:

 

VOTE ON THE INTERNET

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Card and return in the

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computer.jpg

VIRTUAL MEETING

at the following Website: www.meetnow.global/M5V4PCY

on August 16, at 10:30 a.m. Eastern Time.

To participate in the Virtual Meeting,

enter the 14-digit control number from

the shaded box on this card.

 

 

 

 

 

 

 

 

 

 

 

     

 

 

 

 

 

 

 

 

 

 
 

 

 

Please detach at perforation before mailing.

 

 

 

 

PROXY                 BNY MELLON HIGH YIELD STRATEGIES FUND

ANNUAL MEETING OF SHAREHOLDERS

 

                                     TO BE HELD ON AUGUST 16, 2022

 

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 15, 2022, at the Annual Meeting of Shareholders of the Fund to be virtually held at the following Website: www.meetnow.global/M5V4PCY on August 16, 2022, at 10:30 a.m., Eastern time, and at any and all adjournments thereof (the “Meeting”), with all of the powers the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given) to vote as indicated on the proposals, as more fully described in the Proxy Statement for the Meeting. To participate in the Meeting enter the 14-digit control number from the shaded box on this card. The undersigned hereby acknowledges receipt of the Notice of the Annual Meeting of Shareholders of the Fund and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference, and revokes any proxy heretofore given with respect to such meeting.

 

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE NOMINEES PRINTED ON THE REVERSE SIDE OF THIS CARD AND IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING.

 

VOTE VIA THE INTERNET: www.proxy-direct.com

VOTE VIA THE TELEPHONE: 1-800-337-3503

     

 

 

 

 

 

 

 

 

 

 

 

 

BNY_32751_062222

PLEASE MARK, SIGN, DATE ON THE REVERSE SIDE AND RETURN THE PROXY CARD USING THE ENCLOSED ENVELOPE.

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EVERY SHAREHOLDER’S VOTE IS IMPORTANT

 

 

 

 

 

 

Important Notice Regarding the Availability of Proxy Materials for the

Annual Shareholder Meeting to be held virtually on August 16, 2022.

The Proxy Statement and Proxy Card for this meeting are available at:

https://im.bnymellon.com/us/en/intermediary/products/closed-end-funds.jsp

 

 

 

 

 

 

 

IF YOU VOTE BY TELEPHONE OR INTERNET,

PLEASE DO NOT MAIL YOUR CARD

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Please detach at perforation before mailing.

 

 

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS SHOWN IN THIS EXAMPLE: ☒

A

 

 

A Proposal The Board of Trustees recommends a vote “FOR” the following nominees.

 

 

 

1.       To elect one Class I Trustee to serve for a two-year term and two Class II Trustees to serve for three-year terms and until their respective successors are duly elected and qualified:

 

01. Bradley J. Skapyak (Class I) 02. Roslyn M. Watson (Class II) 03. Benaree Pratt Wiley (Class II)

 

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark the box

“FOR ALL EXCEPT” and write the nominee’s number on the line provided below.

 

FOR WITHHOLD FOR ALL

ALL ALL EXCEPT

 ☐    ☐    

  ____________________________________________________________________________________
2.To transact such other business as may properly come before the meeting, or any adjournments or postponements thereof.

 

 

 

B

 

B Authorized Signatures ─ This section must be completed for your vote to be counted. ─ Sign and Date Below

Note: Please sign exactly as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney, executor, guardian, administrator, trustee, officer of corporation or other entity or in another representative capacity, please give the full title under the signature.

Date (mm/dd/yyyy) ─ Please print date below                                                               Signature 1 ─ Please keep signature within the box                                         Signature 2 ─ Please keep signature within the box

 

 

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