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))
[X] Definitive Proxy Statement
[ ] Definitive
Additional Materials
[_] Soliciting Materials under
Rule 14a-12
BNY Mellon Alcentra Global Credit Income 2024 Target Term
Fund, Inc.
(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:
(4) Proposed maximum aggregate
value of transaction:
(5) Total Fee Paid:
[_] 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:
(2) Form, Schedule or Registration
Statement No.:
(3) Filing Party:
(4) Date Filed:
BNY
MELLON ALCENTRA GLOBAL CREDIT INCOME
2024 TARGET TERM FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of BNY Mellon Alcentra Global Credit Income 2024 Target Term
Fund, Inc.:
The Annual Meeting of Stockholders (the "Meeting")
of BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. (the "Fund") will be held in
a virtual meeting format only on, Thursday, June 16, 2022 at 11:00 a.m., Eastern time, for the following
purposes:
1. To elect two Class III 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 April 13, 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/MPRYJX4, 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 Friday, June 10, 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 Friday, June 10, 2022,
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 Friday, June 10, 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, 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
![](https://content.edgar-online.com/edgar_conv_img/2022/05/02/0001627854-22-000027_img_6f4ac0df2dd84.jpg)
James Bitetto
Secretary
New York,
New York
May 2, 2022
WE NEED YOUR PROXY VOTE
A
STOCKHOLDER MAY THINK ITS 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 ALCENTRA GLOBAL CREDIT INCOME
2024 TARGET TERM FUND, INC.
Annual
Meeting of Stockholders
to be held on June 16, 2022
This
proxy statement is furnished in connection with a solicitation of proxies by the Board of Directors (the
"Board") of BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. (the "Fund") to be used
at the Annual Meeting of Stockholders of the Fund (the "Meeting") to be held in a virtual meeting format
only on Thursday, June 16, 2022 at 11:00 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 Stockholders. Stockholders
of record at the close of business on April 13, 2022 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 constitute 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.
As of April 13, 2022, the Fund had 15,000,726.768
shares of common stock outstanding.
It is estimated that proxy
materials will be mailed to stockholders of record on or about May 2, 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 and Semiannual Reports 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 Stockholders to Be
Held on Thursday, June 16, 2022: 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.
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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 III 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 Ms. Francine J. Bovich and Mr. Bradley J. Skapyak.
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. Ms. Bovich has served as a director since the Fund's inception and has previously
been elected by the Fund's stockholders. Mr. Skapyak was appointed to the Board by the Fund's Directors
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 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 after
the Meeting (each, a "Continuing Director"), information on each Nominee's and Continuing Director'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 Directors 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
Director"). Mr. Skapyak is deemed to be an Interested Director 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(s) 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 the Investment
Adviser, Alcentra NY, LLC, the Fund's sub-adviser and an affiliate of the Investment Adviser (the "Sub-adviser"),
and their 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
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Chairman, acting between Board meetings, regularly interacts
with and receives reports from senior personnel of service providers, including senior personnel of the
Investment Adviser, the Sub-adviser and their affiliates, the Fund's and the Investment Adviser's Chief
Compliance Officer and portfolio management personnel. The Board's Audit Committee (which consists of
all of the Fund's Directors who are not "interested persons" (as defined in the 1940 Act) of the Fund
("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, the Sub-adviser or their affiliates regarding risk management generally, as
well as periodic presentations regarding specific operational, compliance or investment areas, such as
cybersecurity, business continuity, personal trading, valuation, credit and investment research. As
warranted, the Board also receives informational reports from counsel to the Fund and the Board's independent
legal counsel regarding regulatory compliance and governance matters. The Board has adopted policies
and procedures designed to address certain risks to the Fund. In addition, the Investment Adviser, the
Sub-adviser and other service providers to the Fund have adopted a variety of policies, procedures and
controls designed to address particular risks to the Fund. Different processes, procedures and controls
are employed with respect to different types of risks. However, it is not possible to eliminate all
of the risks applicable to the Fund, and the Board's risk management oversight is subject to inherent
limitations.
Board Composition and Leadership Structure.
The 1940 Act requires that at least 40% of the Fund's 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,
with the exception of Mr. Skapyak, 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,
the Sub-adviser and their affiliates provide to the Fund and potential conflicts of interest that could
arise from these relationships; (ii) the extent to which the day-to-day operations of the Fund are conducted
by Fund officers and employees of the Investment Adviser, the Sub-adviser and their affiliates; and (iii)
the Board's oversight role in management of the Fund.
Information
About Each Nominee's and Continuing 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
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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 in Exhibit A.
Nominees
for Class III Directors 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 Director Nominee
| | |
FRANCINE J. BOVICH (70) Class III
Director (2017) | The Bradley Trusts, private trust funds, Trustee
(2011 – Present) | Annaly
Capital Management, Inc., a real estate investment trust, Director (2014
– Present) |
Interested Director Nominee
| | |
BRADLEY J. SKAPYAK
(63) Class III Director (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 |
Ms. Bovich has been in the asset management business for over 40 years and Mr. Skapyak
has over 30 years of experience in the investment funds industry.
5
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 in 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, 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 Nominee
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
6
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.
Interested Director 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 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.
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, 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
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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 attached as Exhibit B to this proxy statement.
The function of the Compensation Committee is to establish the appropriate compensation
for serving on the Board.
The Litigation Committee seeks to address any
potential conflicts of interest between the Fund and the Investment Adviser in connection with any potential
or existing litigation or other legal proceeding related to securities held by the Fund and held or otherwise
deemed to have a beneficial interest held by the Investment Adviser or its affiliate.
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 August 31, 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 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 (**) |
Independent
Director Nominee | | |
Francine
J. Bovich | $1,600 | $650,620 (66) |
Interested
Director Nominee | | |
Bradley
J. Skapyak | None*** | $81,891 (22) |
_______________
* 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 Director
of the Fund 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 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 2021 are set forth in Exhibit A. Certain other information concerning the Fund's Directors and officers
also is set forth in 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 October 28, 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 KPMG LLP ("KPMG") as the independent auditors for the Fund's fiscal year
ending August 31, 2022. The Audit Committee's
9
report relating to the Fund's financial statements for the
fiscal year ended August 31, 2021 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 | $63,590/$63,590 | $0/$0 |
Audit-Related Fees2 | $6,100/$6,100 | $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 August 31, 2020/August 31, 2021
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 SEC, the Financial Accounting Standards Boards or other regulatory
or standard-setting bodies.
3. Services to the Fund consisted of (i) review
or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local
tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and
(iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments
held or proposed to be acquired or held.
4. Aggregate non-audit fees billed by KPMG to
the Fund and Service Affiliates are shown under the Service Affiliates column.
Audit Committee
Pre-Approval Policies and Procedures. The Fund's Audit Committee has established
policies and procedures (the "Policy") for pre-approval (within specified fee limits) of KPMG's engagement
for audit and non-audit services to the Fund and non-audit services to Service Affiliates without specific
case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services,
pre-approved audit-related services, pre-approved tax services and pre-approved all other services.
Pre-approval considerations include whether the proposed services are compatible with maintaining KPMG's
independence. Pre-approvals pursuant to the Policy are considered annually. In addition, proposed services
requiring pre-approval but not covered by the Policy are considered from time to time as necessary.
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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.
Alcentra
NY, LLC, an affiliate of the Investment Adviser, located at 200 Park Avenue, New York, New York 10166,
serves as the Fund's sub-adviser.
The Bank of New York Mellon,
an affiliate of the Investment Adviser, located at 240 Greenwich Street, New York, New York 10286, acts
as Custodian for the assets of the Fund.
Computershare Inc., located
at 480 Washington Boulevard, Jersey City, New Jersey 07310, acts as the Fund's Transfer Agent, Dividend-Paying
Agent and Registrar.
Voting Information
To
vote, you may use any of the following methods:
· By Mail. Please
complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope.
· 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
11
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 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.
12
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 2023 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
January 2, 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 stockholder proposals to be presented
at the 2023 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 December 3, 2022 and no later than 5:00 p.m., Eastern time on January 2, 2023. If the 2023 Annual
Meeting of Stockholders is advanced or delayed by more than 30 days from June 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 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.
13
NOTICE
TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please
advise the Fund, in care of Computershare Inc., Proxy Department, 480 Washington Blvd., 27th Floor,
Jersey City, New Jersey 07310, whether other persons are the beneficial owners of the shares for which
proxies are being solicited and, if so, the number of copies of the proxy statement and other soliciting
material you wish to receive in order to supply copies to the beneficial owners of shares. The Fund
may pay persons holding shares of the Fund in their names or those of their nominees for their expenses
in sending soliciting materials to their principals.
IT IS IMPORTANT
THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, 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: May 2, 2022
14
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 I Directors with Terms Expiring in 2023
| | | | |
Name (Age)
of Continuing Director Position with Fund (Since)
| Principal
Occupation During Past 5 Years
| Other Public
Company Board Memberships During Past 5 Years |
ANDREW J. DONOHUE (71) Class
I Director (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) |
ROSLYN
M. WATSON (72) Class I Director (2017) | Watson
Ventures, Inc., a real estate investment company, Principal (1993
– Present) | American Express Bank, FSB, Director
(1993 – 2018) |
A-1
Continuing
Class I Directors with Terms Expiring in 2023
| | | |
Name (Age) of Continuing Director
Position with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other Public Company Board Memberships During
Past 5 Years |
BENAREE
PRATT WILEY (75) Class I Director (2017) | 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) |
Continuing Class II Directors
with Terms Expiring in 2024
| | | | |
Name (Age)
of Continuing Director 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 II Director(2017) | 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-2
Continuing
Class II Directors with Terms Expiring in 2024
| | |
Name (Age) of Continuing Director Position
with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
KENNETH A. HIMMEL (75) Class
II Director (2017) | 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 Director, except Mr. Donohue, has been a BNY Mellon Family of
Funds board member for over 20 years. Mr. Donohue has been in the investment funds industry for over
40 years. Additional information about 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
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
A-3
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 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.
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
A-4
received numerous awards, including the Woman of Achievement
award from the Boston Big Sister Association and the Working Woman of the Year Award from Working Woman
Magazine.
Benaree Pratt Wiley – Ms. Wiley is a corporate
director and trustee. For fifteen years, Ms. Wiley was the President and Chief Executive Officer of
The Partnership, Inc., an organization that strengthened Greater Boston's capacity to attract, retain
and develop talented professionals of color. Ms. Wiley served on the board of Blue Cross Blue Shield
of Massachusetts from 2004 until 2020, and 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). 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.
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, 2021.
| | |
Name of Continuing Director
or Nominee | Fund Common
Stock
| Aggregate
Holdings of Funds in the BNY Mellon Family of Funds |
Francine J. Bovich* | None | $50,001
– $100,000 |
Joseph
S. DiMartino | None | 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 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. Mr. Skapyak
owns unvested
A-5
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 six Board meetings, three Audit Committee meetings and three Nominating Committee meetings
during the last fiscal year. The Compensation Committee, Litigation 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.
Compensation Table. The
amount of compensation paid by the Fund to each Continuing Director and emeritus Board member for the
fiscal year ended August 31, 2021, and the aggregate amount of compensation paid to each Continuing Director
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 Director
|
Compensation from
the Fund
| Aggregate
Compensation from the Fund and Fund Complex Paid to
Director(**) |
Continuing Directors
| | | | |
Joseph S. DiMartino | $1,757 | $1,850,000 (109) |
Andrew J. Donohue | $1,415 | $489,967(52) |
Kenneth A. Himmel | $1,406 | $208,000 (22) |
Roslyn M. Watson | $1,406 | $427,500
(52) |
Benaree
Pratt Wiley | $1,417 | $668,261 (70) |
Emeritus
Board Member
| | |
Stephen
J. Lockwood*** | $1,406 | $194,565 (22) |
____________________
* Amounts shown do not include expenses
reimbursed to Directors for attending Board meetings. They also do not include the costs of office space
and related parking, office supplies and secretarial
A-6
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 $100.
**
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 or emeritus Board members in 2021.
*** Mr. Lockwood became an emeritus Board
member effective October 29, 2021. Prior to such date, Mr. Lockwood served as a Class III Director of
the Fund. Each emeritus Board member is entitled to receive an annual retainer of one-half the amount
paid as a retainer at the time the Director became emeritus and a per meeting attended fee of one-half
the amount paid to Directors. The amounts in the table reflect the fees Mr. Lockwood received from the
Fund and funds in the fund complex as a Board member during the fiscal year ended August 31, 2021. The
Fund's emeritus program was discontinued for current Directors in November 2021.
A-7
PART II
Part II sets forth information regarding the
officers of the Fund. Each officer of the Fund holds office for an indefinite term until the officer's
successor is elected and has qualified.
| | |
Name
and Position with Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
DAVID DIPETRILLO President
(2019)1 | 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-8
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
PETER M. SULLIVAN Chief
Legal Officer, Vice President and Assistant Secretary (2019)2 | 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-9
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
DEIRDRE CUNNANE Vice
President and Assistant Secretary (2014) | 32 | 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-10
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
JEFF S. PRUSNOFSKY Vice
President and Assistant Secretary (2012) | 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-11
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
NATALYA ZELENSKY Vice
President and Assistant Secretary (2017) | 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-12
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
JOSEPH MARTELLA Vice
President (2022) | 46 | 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-13
| | |
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-14
PART III
Part III sets forth information
for the Fund regarding the beneficial ownership of its shares as of April 13, 2022 by the Nominees,
Continuing Directors and officers of the Fund owning shares on such date and by any stockholders owning
5% or more of the Fund's outstanding shares.
As of April 13, 2022,
the Nominees, Continuing Directors 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 April 13, 2022, the following
information with respect to beneficial ownership of more than 5% of the Fund's outstanding shares has
been reported.
| | | |
Title
of Class
| Name
and Address of Beneficial Owner | Number
of Shares Owned | Percent
of Class |
Common
Stock | Morgan Stanley 1585
Broadway New York. NY 10036 Janney
Montgomery Scott LLC 1717 Arch Street Philadelphia,
PA 19103 | 1,122,041
949,452
| 7.5%
6.3%
|
As of April 13, 2022, Cede & Co., P.O. Box 20, Bowling Green Station, New
York, New York 10274, held of record 99% of the outstanding shares of the Fund's common stock.
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 Directors, persons owning more than 10% of the Fund's common stock, and certain additional
persons are required to report their transactions in the Fund's common stock 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 August 31, 2021, 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 Sub-adviser. The Investment Adviser and Sub-adviser filed their Form 3s on
October 12, 2021 and October 4, 2021, respectively, reflecting that they did not own any shares of the
Fund's common stock.
A-15
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 Alcentra Global Credit Income 2024 Target Term Fund, Inc.
October
28, 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
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 Directors
(and the Board approved) that the audited financial statements for the Fund be included in the Fund's
Annual Report to Stockholders for the year ended August 31, 2021.
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
0822-PROXY-22
Please detach at perforation before
mailing.
BNY MELLON ALCENTRA GLOBAL CREDIT INCOME 2024 TARGET TERM FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 16, 2022
COMMON STOCK
THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned stockholder of BNY Mellon Alcentra
Global Credit Income 2024 Target Term Fund, Inc. (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 April 13, 2022, at the Annual Meeting of Stockholders of the
Fund to be virtually held at the following Website: www.meetnow.global/MPRYJX4, on Thursday,
June 16, 2022, at 11:00 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 proposal, as more fully described in the Proxy Statement for the Meeting. To participate
in the Virtual 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 Stockholders 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 STOCKHOLDER. 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.
BNY_32643_041822
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability
of Proxy Materials for the
Annual Stockholder Meeting to Be Held
on June 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.
xxxxxxxxxxxxxx BNY 32643 xxxxxxxx
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