DEF 14A
PROXY STATEMENT PURSUANT TO SECTION 14 (a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
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Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
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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 Municipal Bond Infrastructure Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
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[X] No fee required.
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on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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to which transaction applies:
(2) Aggregate number of securities
to which transaction applies:
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(4) Proposed maximum aggregate
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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
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Identify the previous filing by registration statement
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BNY
MELLON MUNICIPAL BOND
INFRASTRUCTURE FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of BNY Mellon Municipal Bond Infrastructure Fund, Inc.:
The Annual Meeting of Stockholders (the "Meeting") of BNY Mellon Municipal Bond
Infrastructure Fund, Inc. (the "Fund") will be held over the Internet in a virtual meeting format only
on Thursday, August 17, 2023 at 10:00 a.m., Eastern time, for the following purposes:
1. To
elect four 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 the
Fund's stockholders and officers and others, the Meeting will be held in a virtual meeting
format only. You will not be able to attend the Meeting in person, but you may participate over the
Internet as described below. However, we intend to monitor the recommendations of public health officials
and governmental restrictions, and if we decide it is appropriate to hold the Meeting in person, we will
make an announcement in the manner noted below.
Stockholders
of record at the close of business on June 13, 2023 will be entitled to receive notice of and to vote
at the Meeting. To participate in the Meeting, you must go to the Meeting website at www.meetnow.global/M7YZUFQ,
and enter the control number found on your proxy card.
If you
hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend
the Meeting virtually. To register, you must submit proof of your proxy power (legal proxy provided
by your intermediary) reflecting your Fund holdings along with your name and email address to Computershare
Fund Services, the Fund's tabulator. You may forward an email from your intermediary or attach an image
of your legal proxy to shareholdermeetings@computershare.com. Requests for registration should be received
no later than 5:00 p.m., Eastern Time, on Thursday, August 10, 2023. You will receive a confirmation
email from Computershare of your registration and a control number that will allow you to vote at the
Meeting. For requests received after 5:00 p.m., Eastern Time, on Thursday, August 10, 2023, Computershare
will attempt to register you, but may be unable to do so prior to the Meeting.
Questions
from 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
Thursday, August 10, 2023. Only questions that are pertinent,
as determined by the chairperson of the Meeting, will be answered during the Meeting, subject to time
constraints.
Whether or not you plan to attend the Meeting
virtually, we urge you to vote and submit your proxy in advance of the Meeting by one of the methods
described in the proxy materials for the Meeting.
PLEASE NOTE: If
it is determined that the Meeting will be held in person, instead of virtually, an announcement of the
change will be provided by means of a press release, which will be posted on our website https://im.bnymellon.com/closed-end-funds.
We encourage you to check the website prior to the Meeting. An announcement of any change will also
be filed with the Securities and Exchange Commission via its EDGAR system.
By Order of the Board
![](https://www.sec.gov/Archives/edgar/data/1565381/000156538123000009/img_7ab03728a06a4.jpg)
James Bitetto
Secretary
New York,
New York
July 5, 2023
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 MUNICIPAL BOND
INFRASTRUCTURE FUND, INC.
Annual
Meeting of Stockholders
to be held on August 17, 2023
This proxy statement is furnished in connection with a solicitation of proxies
by the Board of Directors (the "Board") of BNY Mellon Municipal Bond Infrastructure Fund, Inc. (the "Fund")
to be used at the Annual Meeting of Stockholders of the Fund (the "Meeting") to be held over the Internet
in a virtual meeting format only on Thursday, August 17, 2023 at 10:00 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 June 13, 2023
are entitled to receive notice of and to vote at the Meeting. Stockholders will not be able to attend
the Meeting in person, but may participate over the Internet as described in the Notice of Annual Meeting
of Stockholders.
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 over the Internet, your
vote nevertheless may be revoked after it is received by giving another proxy by mail, by calling the
toll-free telephone number on the proxy card or over the Internet (including during the Meeting). To
be effective, such revocation must be received before your prior proxy is exercised at the Meeting.
A quorum is constituted by the presence in person or by proxy of the holders of
a majority of the outstanding shares of the Fund entitled to vote at the Meeting. Virtual attendance
at the Meeting shall constitute in person attendance for purposes of calculating a quorum. If a quorum
is not present at the Meeting, the stockholders present in person or by proxy, by majority vote and without
notice other than by announcement at the Meeting, may adjourn the Meeting. If a proposal is to be voted
upon by only one class of the Fund's shares, a quorum of that class of shares (the holders of a majority
of the outstanding shares of the class) must be present in person or by proxy at the Meeting in order
for the proposal to be considered. The Fund has two classes of capital stock: Common Stock, par value
$0.001 per share (the "Common Stock"), and Remarketable Variable Rate MuniFund Term Preferred Shares,
par value $0.001 per share, liquidation preference $100,000 per share (the "RVMTP Shares").
As of June 13, 2023, the Fund had outstanding the following
number of shares:
| |
Common
Stock Outstanding | RVMTP Shares Outstanding |
18,405,972.803 | 750 |
It is estimated that proxy
materials will be mailed to stockholders of record on or about July 5, 2023. To reduce expenses, only
one copy of this proxy statement will be mailed to certain addresses shared by two or more accounts.
If you wish to revoke this arrangement and receive individual copies, you may do so at any time by writing
to the address or calling the phone number set forth below. The Fund will begin sending you individual
copies promptly after receiving your request. The principal executive office of the Fund is located
at 240 Greenwich Street, 18th Floor,
New York, New York 10286.
Copies of the Fund's most
recent Annual Report to Stockholders are available upon request, without charge, by writing to the Fund
at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, visiting https://im.bnymellon.com/closed-end-funds
or calling toll free 1-800-334-6899.
Important
Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to Be
Held on Thursday, August 17, 2023: This proxy statement and a copy of the Fund's most recent Annual
and Semi-Annual Reports to Stockholders are available at https://im.bnymellon.com/closed-end-funds.
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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 four 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 Joseph S. DiMartino, Andrew J. Donohue, Isabel P. Dunst and
Benaree Pratt Wiley.
Each Nominee currently serves as a Director
of the Fund and is a board member of certain other funds in the BNY Mellon Family of Funds. Each Nominee
has previously been elected by the Fund's stockholders. Each Nominee was nominated by the Fund's nominating
committee, 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. None of the Nominees or Continuing
Directors are deemed to be "interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Fund ("Independent Directors"). Under the 1940 Act and the terms of
the Fund's charter, holders of Common Stock and RVMTP Shares will vote together as a single class with
respect to the election of Ms. Dunst and Messrs. DiMartino and Donohue as Class III Directors and holders
of RVMTP shares will vote separately, to the exclusion of holders of the Common Stock, with respect to
the election of Ms. Wiley as a Class III Director.
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 Board reserves the right
to substitute another person or persons of its choice as nominee or nominees.
Board's
Oversight Role in Management. The Board's role in management of the Fund
is oversight. As is the case with virtually all investment companies (as distinguished from operating
companies), service providers to the Fund, primarily BNY Mellon Investment Adviser, Inc., the Fund's
investment adviser ("Investment Adviser"), Insight North America LLC, the Fund's sub-adviser and an affiliate
of the Investment Adviser (the "Sub-Adviser"), have responsibility for the day-to-day management of the
Fund, which includes responsibility for risk management (including management of investment risk, valuation
risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight,
the
3
Board, acting at its scheduled meetings, or the Chairman,
acting between Board meetings, regularly interacts with and receives reports from senior personnel of
service providers, including senior personnel of the Investment Adviser, the Sub-Adviser and their affiliates,
the Fund's and the Investment Adviser's Chief Compliance Officer and portfolio management personnel.
The Board's Audit Committee (which consists of all Independent Directors) meets during its regularly
scheduled and special meetings, and between meetings the Audit Committee chair is available to the Fund's
independent registered public accounting firm and the Fund's Chief Financial Officer. The Board also
receives periodic presentations from senior personnel of the Investment Adviser, 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, 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
4
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 2026
| | |
Name (Age) of Nominee Position
with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
| | |
JOSEPH
S. DIMARTINO (79)
Chairman of the Board
Class III
Director (1995)
| Director
or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as listed herein)
| CBIZ,
Inc., a public company providing professional business services, products and solutions,
Director
(1997 – May 2023)
|
| | |
ANDREW J. DONOHUE (72) Class III
Director (2019)
| Attorney, Solo Law Practice (2019 – Present)
Shearman & Sterling LLP, a law firm, Of Counsel (2017
– 2019) | OppenheimerFunds (58 funds),
Director
(2017 – 2019) |
5
| | |
Name (Age) of Nominee Position
with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
| | |
ISABEL DUNST (76) Class III
Director (2014)
| Hogan Lovells LLP, a law firm, Retired (2019 - Present); Senior Counsel (2018 - 2019); Of Counsel (2015 - 2018); Partner (1990 - 2014)
Hebrew Union College Jewish Institute of Religion, Member of the Board of Governors (2015 - Present)
Bend the ARC, a civil rights organization, Board Member (2016 - December 2021)
| N/A
|
| | |
BENAREE PRATT WILEY (77) Class III
Director (2009) RVMTP Shares Designee
| The Wiley
Group, a firm specializing in strategy and business development, Principal
(2005 – Present) | CBIZ,
Inc., a public company providing professional business services, products and solutions, Director
(2008 – Present) Blue
Cross – Blue Shield of Massachusetts, Director (2004
– 2020) |
Each Nominee, except Mr.
Donohue, has been a BNY Mellon Family of Funds board member for over 20 years. Mr. Donohue has been
in the investment funds industry for over 40 years. Additional information about each Nominee follows
(supplementing the information provided in the table above) that describes some of the specific experiences,
qualifications, attributes or skills that each Nominee possesses which the Board believes has prepared
them to be effective Directors
6
(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 also has an "advisory board" as such term is defined in Section 2(a)(1) of the 1940 Act, which
currently has two members. The Board evaluates its performance on an annual basis.
Director
Nominees
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
7
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, and, since January 2023, Chair of the Mutual Fund Directors Forum,
a leading funds industry organization. Mr. Donohue also is an adjunct professor teaching investment
management law at Brooklyn Law School.
Isabel P. Dunst –
Ms. Dunst practiced law for over 40 years. Half of her career was spent at the U.S. Department of Health
and Human Services, where she had major legal and management responsibilities for the operation of the
General Counsel's Office of the Agency, including serving as its Deputy General Counsel, the senior career
legal position. Ms. Dunst most recently was Senior Counsel to Hogan Lovells LLP, a Washington based
international law firm, which she joined in 1990. Ms. Dunst was a partner of the firm for approximately
25 years. Ms. Dunst currently serves on the Board of Trustees of the Union for Reform Judaism and on
the Board of Governors of Hebrew Union College – Jewish Institute of Religion, and is the founder of
Shards of Light, a philanthropic foundation motivated by the Jewish value of tikkun
olam.
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
8
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 https://im.bnymellon.com/closed-end-funds.
The
Fund's Nominating Committee is responsible for selecting and nominating persons as members of the Board
for election or appointment by the Board and for election by 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 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.
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-
9
pocket expenses in connection with attending Board or committee
meetings. The Fund does not have a bonus, pension, profit-sharing or retirement plan.
The
amount of compensation paid to each Nominee by the Fund for the fiscal year ended February 28, 2023,
and the aggregate amount of compensation paid to each Nominee by all funds in the fund complex (which
comprises registered investment companies for which the Investment Adviser serves as investment adviser)
for which the Nominee was a board member during 2022, was as follows*:
| | |
Name of Nominee | Compensation
from the Fund | Aggregate
Compensation from the Fund and Fund Complex Paid
to Nominee(**) |
Joseph
S. DiMartino | $6,642 | $1,194,875 (95) |
Andrew
J. Donohue | $5,314 | $470,000 (43) |
Isabel
P. Dunst Benaree Pratt Wiley | $5,314 $5,314 | $250,500 (22) $639,000 (61) |
_______________
* Amounts
shown do not include expenses reimbursed to Nominees for attending Board meetings. Amounts shown also
do not include the costs of office space and related parking, office supplies and secretarial services,
which also are paid by the Fund (allocated among the funds in the BNY Mellon Family of Funds based on
net assets), which, in 2022, amounted to approximately $209 paid by the Fund.
** Represents the number
of separate portfolios comprising the investment companies in the fund complex, including the Fund, for
which the Nominees served as board members in 2022.
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 2022 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.
10
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 August 1, 2022, the Fund's Audit Committee approved and the Fund's Board, including a majority
of the Independent Directors, ratified and approved the selection of Ernst & Young LLP ("EY") as
the independent auditors for the Fund's fiscal year ending February 28, 2023. EY, a major international
accounting firm, has acted as independent auditors of the Fund since the Fund's organization. The Audit
Committee's report relating to the Fund's financial statements for the fiscal year ended February 28,
2023 is attached as Exhibit C to this proxy statement.
Independent
Registered Public Accounting Firm Fees and Services
The
following chart reflects fees billed by EY in the Fund's last two fiscal years. For Service Affiliates
(i.e., the Investment Adviser and any entity controlling, controlled by or under common control with
the Investment Adviser that provides ongoing services to the Fund), such fees represent only those fees
that required pre-approval of the Audit Committee, except the Aggregate Non-Audit Fees amounts, which
include all non-audit fees billed by EY to the Fund and Service Affiliates. All services provided by
EY were pre-approved, as required.
| | |
| Fund1 | Service Affiliates1 |
Audit Fees | $37,420/$38,168 | $0/$0 |
Audit-Related Fees2 | $9,720/$7,188 | $0/$0 |
Tax Fees3 | $3,342/$3,342 | $8,158/$8,158 |
All Other Fees | $0/$2,624 | $0/$0 |
Aggregate
Non-Audit Fees4 | N/A | $2,807,909/$1,830,036 |
_______________
1. Fiscal
years ended February 28, 2022/February 28, 2023
2. Services to the Fund consisted of one or more
of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section
817(h), (ii) security counts required by Rule 17f-2 under the 1940 Act, (iii) advisory services as to
the accounting or disclosure treatment of Fund transactions or events and (iv) advisory services as to
the accounting or disclosure treatment of the actual or potential impact to the Fund of final or proposed
rules, standards or interpretations by the Securities and Exchange Commission ("SEC"), the Financial
Accounting Standards Boards or other regulatory or standard-setting bodies.
3. Services
to the Fund consisted of (i) review or preparation of U.S. federal, state, local and excise tax returns;
(ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory
or administrative developments; and (iii) tax advice regarding tax qualification matters and/or treatment
of various financial instruments held or proposed to be acquired or held.
4. Aggregate
non-audit fees billed by EY to the Fund and Service Affiliates are shown under the Service Affiliates
column.
11
Audit Committee Pre-Approval Policies and Procedures.
The Fund's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within
specified fee limits) of EY's engagement for audit and non-audit services to the Fund and non-audit services
to Service Affiliates without specific case-by-case consideration. The pre-approved services in the
Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax
services and pre-approved all other services. Pre-approval considerations include whether the proposed
services are compatible with maintaining EY's independence. Pre-approvals pursuant to the Policy are
considered annually. In addition, proposed services requiring pre-approval but not covered by the Policy
are considered from time to time as necessary.
Auditor
Independence. The Fund's Audit Committee has considered whether the provision
of non-audit services that were rendered to Service Affiliates that did not require pre-approval is compatible
with maintaining EY's independence.
A representative of EY
will be available to join the Meeting, will have the opportunity to make a statement and will be available
to respond to appropriate questions.
Service Providers
BNY
Mellon Investment Adviser, Inc., located at 240 Greenwich Street, New York, New York 10286, serves as
the Fund's investment adviser.
Insight North America LLC, an affiliate of
the Investment Adviser, located at 200 Park Avenue, 7th Floor, 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.
· Over
the Internet. Have your proxy card available. Go to the website listed
on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website.
· By
Telephone. Have your proxy card available. Call the toll-free number
listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions.
12
· At
the Meeting. Any stockholder who attends the Meeting virtually may vote
over the Internet (see above) during the Meeting.
Shares
represented by executed and unrevoked proxies will be voted in accordance with the specifications made
thereon, and, if no voting instructions are given, shares will be voted "for" a proposal.
If
a proxy is properly executed and returned accompanied by instructions to withhold authority to vote or
represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person
has not received instructions from the beneficial owner or other person entitled to vote shares of the
Fund on a particular matter with respect to which the broker or nominee does not have discretionary power),
the Fund's shares represented thereby will be considered to be present at the Meeting for purposes of
determining the existence of a quorum for the transaction of business, but will not constitute a vote
"for" a proposal and will have no effect on the result of the vote. However, because the Fund understands
that a broker or nominee may exercise discretionary voting power with respect to the proposal to elect
Directors, and there are no other proposals expected to come before the Meeting for which a broker or
nominee would not have discretionary voting authority, the Fund does not anticipate that there will be
any "broker non-votes" at the Meeting.
The Fund will bear the
cost of soliciting proxies. In addition to the use of the mail, proxies may be solicited by telephone.
Authorizations to execute proxies may be obtained by electronic transmission or by telephonic instructions
in accordance 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.
13
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 2024 Annual Meeting of Stockholders in
accordance with Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
must be received by the Secretary of the Fund at the Fund's principal executive offices no later than
March 3, 2024, and must comply with all other legal requirements in order to be included in the Fund's
proxy statement and forms of proxy for that meeting. For other stockholder proposals to be presented
at the 2024 Annual Meeting of Stockholders (but not included in the Fund's proxy statement), a stockholder's
notice must be delivered to the Secretary of the Fund at the Fund's principal executive offices no earlier
than February 2, 2024 and no later than 5:00 p.m., Eastern time, on March 4, 2024. If the 2024 Annual
Meeting of Stockholders is advanced or delayed by more than 30 days from August 14, 2024, then timely
notice must be delivered not earlier than the 150th
day prior to such annual meeting and not later than 5:00 p.m., Eastern time on the later of the 120th
day prior to such annual meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made. All 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.
14
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 VIRTUALLY
ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE
OR OTHERWISE VOTE PROMPTLY.
Dated: July 5, 2023
15
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 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 |
FRANCINE J. BOVICH (71) Class
I Director (2015) | The Bradley Trusts, private trust funds, Trustee
(2011 – Present) | Annaly
Capital Management, Inc., a real estate investment trust, Director (2014
– Present) |
ROSLYN
M. WATSON (73) Class I Director (2014) | Watson
Ventures, Inc., a real estate investment company, Principal (1993
– Present) | American
Express Bank, FSB, Director (1993 – 2018) |
A-1
Continuing
Class II Directors with Terms Expiring in 2025
| | |
Name (Age) of Continuing Director Position
with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
NATHAN LEVENTHAL (79) RVMTP
Shares Designee Class II Director (2013) | Lincoln
Center for the Performing Arts, President Emeritus (2001
– Present) Palm
Beach Opera, President (2016 – Present) | Movado
Group, Inc., a public company that designs, sources, markets and distributes watches, Director
(2003 – 2020) |
| | |
ROBIN A. MELVIN (59) Class II
Director (2014) | Westover School, a private girls' boarding school in Middlebury,
Connecticut, Trustee (2019 – Present) Mentor Illinois, a non-profit organization
dedicated to increasing the quantity and quality of mentoring services in Illinois Co-Chair
(2014 – 2020); Board Member (2013
– 2020) JDRF, a non-profit juvenile
diabetes research foundation, Board Member (June
2021 – June 2022) | HPS
Corporate Lending Fund, a closed-end management investment company regulated as a business development
company, Trustee (August 2021 – Present) |
A-2
Continuing
Class II Directors with Terms Expiring in 2025
| | |
Name (Age) of Continuing Director Position
with Fund (Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
| | |
J. CHARLES CARDONA
(67) Class II Director (2014) | BNY Mellon ETF Trust, Chairman
and Trustee (2020 – Present) BNY Mellon Liquidity Funds, Director
(2004- Present) and Chairman (2019-2021) | N/A |
Each Continuing Director, except Ms. Bovich and Mr. Cardona, 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 and Mr. Cardona was an employee of The Dreyfus Corporation, the predecessor of the
Investment Adviser, for over 30 years prior to his retirement in 2016. 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.
Continuing
Directors
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
A-3
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.
J. Charles
Cardona – Mr. Cardona has served as the Chairman of the Board for the funds in the BNY
Mellon ETF Trust since 2020. Mr. Cardona was the President and a Director of The Dreyfus Corporation
and the Chief Executive Officer of Cash Investment Strategies, a division of The Dreyfus Corporation,
until he retired in 2016. From 2013 to 2016, Mr. Cardona served as Chairman of MBSC Securities Corporation,
the predecessor firm to the principal underwriter for open-end funds in the BNY Mellon Family of Funds,
and he previously served as an Executive Vice President, from 1997 to 2013. He also served as President
of the Institutional Services Division of MBSC Securities Corporation. He joined the Institutional Services
Division in 1985 with management responsibility for all Institutional Operations and Client Service units.
Prior to joining the Institutional Services Division, he served as Assistant Director of Sales and Services
in Dreyfus Retail Division of MBSC Securities Corporation (formerly, Dreyfus Service Corporation), which
he joined in 1981.
Nathan Leventhal – Mr. Leventhal
was previously a Commissioner of the New York City Planning Commission. Previously, Mr. Leventhal served
in a number of senior positions in New York City Government, including Fiscal Director of the Human
Resources Administration and Chief of Staff to Mayor John V. Lindsay, Deputy Mayor to Mayor Ed Koch,
and Transition Chairman for both Mayors David Dinkins and Michael Bloomberg. Mr. Leventhal is a former
partner in the law firm Poletti Freidin Prashker Feldman & Gartner. Mr. Leventhal is a member of
the Budget and Finance Committee of the Town of Southampton in Suffolk County New York. In the not-for-profit
sector, Mr. Leventhal serves as President of the Palm Beach Opera and served as President of Lincoln
Center for the Performing Arts and Chairman of the Avery Fisher Artist Program; he is now President Emeritus
of Lincoln Center for the Performing Arts.
Robin A. Melvin –
From 2014 to 2020, Ms. Melvin served as Co-Chair of Mentor Illinois, a non-profit organization dedicated
to increasing the quantity and quality of mentoring services in Illinois, and served as a Board member
from 2013 to 2020. Ms. Melvin served as Director of the Boisi Family Foundation, a private family foundation
that supports organizations serving the needs of youth from disadvantaged circumstances, from 1995 to
2012. In that role she also managed the Boisi Family Office, providing the primary interface with all
investment managers, legal advisors and other service providers to the family. She has also served in
various roles with MENTOR, a national non-profit youth mentoring advocacy organization, including Executive
Director of the New York City affiliate, Vice President of the national affiliate network, Vice President
of Development, and, immediately prior to her departure, Senior Vice President in charge of strategy.
A-4
Prior to that, Ms. Melvin was an investment banker with Goldman
Sachs Group, Inc. Ms. Melvin served as a Board member of JDRF, a non-profit juvenile diabetes research
foundation from June 2021 to June 2022. She also serves as a Trustee of Westover School, a private girls
boarding school in Middlebury, Connecticut (2019 to present), and a Trustee of HPS Corporate Lending
Fund, a closed-end management investment company regulated as a business development company (August
2021 to present).
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.
A-5
Advisory Board Members
Tamara Belinfanti –
Ms. Belinfanti currently serves as the Lester Martin Professor of Law at New
York Law School, where her scholarship focuses on corporate governance system design and the relationship
between corporations and communities. In 2013, Ms. Belinfanti was named an Aspen Ideas Scholar for
her work on the roles and rights of corporations in the broader societal sphere. She has written on
corporate governance in the context of the proxy advisory industry, corporate purpose, executive compensation,
and most recently shareholder rights and stewardship. In 2019, she co-authored the book Citizen
Capitalism: How a Universal Fund Can Provide Influence and Income to All. From
2000 to 2008, Ms. Belinfanti was a corporate attorney at the law firm of Cleary Gottlieb Steen &
Hamilton LLP, where she counseled domestic and international clients on general corporate and U.S. securities
regulation matters, and was co-editor of the securities law treatise, U.S.
Regulation of the International Securities and Derivatives Market. She
also serves as a Board Trustee of the Brooklyn Museum and St. Ann's School, and she has served on
various professional committees such as the New York City Bar Securities Regulation Committee.
Gordon
J. Davis – Mr. Davis is a partner in the law firm of Venable LLP where
his practice focuses on complex real estate, land use development and related environmental matters;
state and municipal authorities and financings; and cultural and not-for-profit organizations. Prior
to joining the firm in 2012, Mr. Davis served as a partner in the law firm of Dewey & LeBoeuf LLP
from 1994 until 2012. Mr. Davis also served as a Commissioner and member of the New York City Planning
Commission, and as Commissioner of Parks and Recreation for the City of New York. Mr. Davis was a
co-founder of the Central Park Conservancy and the founding Chairman of Jazz at the Lincoln Center for
the Performing Arts in New York City. He has also served as President of Lincoln Center. Mr. Davis
also served on the board 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). He served as a Board
member of the Fund until August 2021, and as an emeritus Board member until October 25, 2021. He also
served as a Director of Consolidated Edison, Inc., a utility company, and The Phoenix Companies, Inc.,
a life insurance company.
A-6
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, 2022.
| | |
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 |
J. Charles
Cardona | $50,001 - $100,000 | Over $100,000 |
Joseph
S. DiMartino* | None | Over
$100,000 |
Andrew
J. Donohue* | None | Over
$100,000 |
Isabel
P. Dunst* | None | Over $100,000 |
Nathan Leventhal | None | Over $100,000 |
Robin A. Melvin | None | $1 – $10,000 |
Roslyn M. Watson | None | $10,001 – $50,000 |
Benaree
Pratt Wiley* | None | $50,001
– $100,000 |
_________________
*
Nominee.
As of December 31, 2022, 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.
A-7
PERTAINING TO THE BOARD
· The Fund held four Board meetings, four Audit
Committee meetings, one Nominating Committee meeting during the last fiscal year. The Litigation Committee
and Compensation Committee did not meet during the last fiscal year.
· The
Fund does not have a formal policy regarding Directors' attendance at annual meetings of stockholders.
Directors did not attend last year's annual meeting of stockholders.
· All
Continuing Directors and Nominees attended at least 75% of the meetings of the Board and committees of
which they were a member held in the last fiscal year.
A-8
Compensation Table. The amount of compensation
paid by the Fund to each Continuing Director and advisory Board member for the fiscal year ended February
28, 2023, and the aggregate amount of compensation paid to each Continuing Director and advisory 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 advisory Board member during 2022, was as follows:*
| | |
Name of Director
|
Compensation from
the Fund
| Aggregate
Compensation from the Fund and Fund Complex Paid to
Director(**) |
Continuing Directors
| | |
Francine J. Bovich | $5,314 | $613,000
(53) |
| | |
J.
Charles Cardona | $5,314 | $371,250 (41) |
| | |
Nathan Leventhal | $5,314 | $397,500
(44) |
| | |
Robin
A. Melvin | $5,314 | $764,967 (87) |
| | | | |
Roslyn
M. Watson | $5,314 | $470,000 (43) |
Advisory
Board Members† | | |
Tamara Belinfanti | $5,314 | $247,000 (22) |
Gordon
J. Davis† † | $5,314 | $411,000
(40) |
____________________
* Amounts shown do not include
expenses reimbursed to Directors for attending Board meetings. Amounts shown also do not include the
costs of office space and related parking, office supplies and secretarial services, which are paid by
the Fund (allocated based on net assets), which, in 2022, the amount paid by the Fund was approximately
$209.
**
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 advisory Board members in 2022.
† Each
advisory Board member is entitled to receive an annual retainer and compensation for attending Board
meetings in an advisory role.
††
Mr. Davis became an advisory
Board member of the Fund on October 26, 2021. From August 7, 2021 to October 25, 2021, Mr. Davis was
an emeritus Board member of the Fund. The Fund's emeritus program was discontinued for current Directors
in November 2021. Prior to August 7, 2021, Mr. Davis served as a Class I Director of the Fund.
A-9
PART II
Part II sets forth information regarding the
officers of the Fund. Each officer of the Fund holds office for an indefinite term until the officer's
successor is elected and has qualified.
| | |
Name
and Position with Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
DAVID DIPETRILLO President
(2019)1 | 45 | Vice President and Director of the Investment
Adviser since February 2021; Head of North America Distribution, BNY Mellon Investment Management since
February 2023; Head of North America Product, BNY Mellon Investment Management from January 2018 to February
2023. He is an officer of 53 investment companies (comprised of 103 portfolios) managed by the Investment
Adviser or an affiliate of the Investment Adviser. |
JAMES
WINDELS Treasurer (2012) | 64 | Director
of the Investment Adviser since February 2023; Vice President of the Investment Adviser since September
2020; and Director – BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised
of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
A-10
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
PETER M. SULLIVAN Chief
Legal Officer, Vice President and Assistant Secretary (2019)2 | 55 | Chief Legal Officer of the Investment Adviser and Associate General Counsel of
The Bank of New York Mellon Corporation since July 2021; Senior Managing Counsel of The Bank of New York
Mellon Corporation from December 2020 to July 2021; and Managing Counsel of The Bank of New York Mellon
Corporation from March 2009 to December 2020. He is an officer of 54 investment companies (comprised
of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
JAMES BITETTO Vice
President and Secretary (2012)3 | 56 | Senior
Managing Counsel of The Bank of New York Mellon Corporation since December 2019; Managing Counsel of
The Bank of New York Mellon Corporation from April 2014 to December 2019; and Secretary of the Investment
Adviser. He is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment
Adviser or an affiliate of the Investment Adviser. |
A-11
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
DEIRDRE CUNNANE Vice
President and Assistant Secretary (2019) | 33 | Managing Counsel of The Bank of New York Mellon
Corporation since December 2021; Counsel of The Bank of New York Mellon Corporation from August 2018
to December 2021; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from
February 2016 to August 2018. She is an officer of 54 investment companies (comprised of 123 portfolios)
managed by the Investment Adviser or an affiliate of the Investment Adviser. |
SARAH
S. KELLEHER Vice President and Assistant Secretary (2014) | 47 | Vice President of BNY Mellon ETF Investment Adviser, LLC since February 2020;
Senior Managing Counsel of The Bank of New York Mellon Corporation since September 2021; and Managing
Counsel of The Bank of New York Mellon Corporation from December 2017 to September 2021. She is an officer
of 54 investment companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate
of the Investment Adviser. |
A-12
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
JEFF S. PRUSNOFSKY Vice
President and Assistant Secretary (2012) | 58 | Senior Managing Counsel of The Bank of New
York Mellon Corporation. He is an officer of 54 investment companies (comprised of 123 portfolios) managed
by the Investment Adviser or an affiliate of the Investment Adviser. |
AMANDA
QUINN Vice President and Assistant Secretary (2020) | 38 | Counsel
of The Bank of New York Mellon Corporation since June 2019; Regulatory Administration Manager at BNY
Mellon Investment Management Services from September 2018 to May 2019; and Senior Regulatory Specialist
at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 54
investment companies (comprised of 123 portfolios) managed by the Adviser or an affiliate of the Investment
Adviser. |
JOANNE
SKERRETT Vice President and Assistant Secretary (2023) | 51 | Managing Counsel of The Bank of New York Mellon Corporation since June 2022; and
Senior Counsel with the Mutual Fund Directors Forum, a leading funds industry organization, from 2016
to June 2022. She is an officer of 54 investment companies (comprised of 123 portfolios) managed by
the Investment Adviser or an affiliate of the Investment Adviser. |
A-13
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
NATALYA ZELENSKY Vice
President and Assistant Secretary (2017) | 38 | Chief Compliance Officer since August 2021
and Vice President since February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer
since August 2021 and Vice President and Assistant Secretary since February 2020 of BNY Mellon ETF Trust;
Managing Counsel of The Bank of New York Mellon Corporation from December 2019 to August 2021; Counsel
of The Bank of New York Mellon Corporation from May 2016 to December 2019; and Assistant Secretary of
the Investment Adviser from April 2018 to August 2021. She is an officer of 54 investment companies
(comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
A-14
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
DANIEL GOLDSTEIN Vice
President (2022) | 54 | Head of Product Development of North America
Distribution, BNY Mellon Investment Management since January 2018; Executive Vice President of North
America Product, BNY Mellon Investment Management since April 2023; and Senior Vice President, Development
& Oversight of North America Product, BNY Mellon Investment Management from 2010 to March 2023.
He is an officer of 53 investment companies (comprised of 103 portfolios) managed by the Investment Adviser
or an affiliate of the Investment Adviser. |
A-15
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
JOSEPH MARTELLA Vice
President (2022) | 46 | Vice President of Investment Adviser since
December 2022; Head of Product Management of North America Distribution, BNY Mellon Investment Management
since January 2018; Executive Vice President of North America Product, BNY Mellon Investment Management
since April 2023; and Senior Vice President of North America Product, BNY Mellon Investment Management
from 2010 to March 2023. He is an officer of 53 investment companies (comprised of 103 portfolios) managed
by the Investment Adviser or an affiliate of the Investment Adviser. |
GAVIN
C. REILLY Assistant Treasurer (2012) | 54 | Tax Manager
– BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised of 123 portfolios)
managed by the Investment Adviser or an affiliate of the Investment Adviser. |
A-16
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
ROBERT SALVIOLO Assistant
Treasurer (2012) | 56 | Senior Accounting Manager – BNY Mellon Fund
Administration. He is an officer of 54 investment companies (comprised of 123 portfolios) managed by
the Investment Adviser or an affiliate of the Investment Adviser. |
ROBERT
SVAGNA Assistant Treasurer (2012) | 56 | Senior
Accounting Manager – BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised
of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
JOSEPH W. CONNOLLY Chief
Compliance Officer (2012) | 66 | Chief Compliance Officer of the BNY Mellon
Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance Officer of the Investment
Adviser from 2004 until June 2021. He is the Chief Compliance Officer of 53 investment companies (comprised
of 106 portfolios) managed by the Investment Adviser. |
____________________
1
President since 2021; previously, Vice President.
2
Chief Legal Officer since July 2021.
3 Vice
President and Secretary since 2018; previously, Vice President and Assistant Secretary.
The address of each officer of the Fund is 240 Greenwich Street, New York, New
York 10286.
A-17
PART III
Part III sets forth information
for the Fund regarding the beneficial ownership of its shares as of June 13, 2023 by the Nominees,
Continuing Directors and officers of the Fund owning shares on such date and by any stockholders owning
5% or more of a class of the Fund's outstanding shares.
As of
June 13, 2023, the Nominees, Continuing Directors and officers of the Fund, as a group, beneficially
owned less than 1% of the Fund's Common Stock, and did not own any RVMTP Shares.
To
the Fund's knowledge, based on filings made pursuant to Section 13 of the Exchange Act, as of June 13, 2023,
the following information with respect to beneficial ownership of more than 5% of the outstanding Common
Stock and/or outstanding RVMTP Shares has been reported.
| | | |
Title of Class
| Name
and Address of Beneficial Owner | Number
of Shares Owned | Percent
of Class |
RVMTP
Shares | JPMorgan Chase Bank, National Association 1111 Polaris Parkway Columbus, OH 43240 | 750 | 100% |
| | | |
| | | |
As
of June 13, 2023, Cede & Co., P.O. Box 20, Bowling Green Station, New York, NY 10274, held of
record 100% of the outstanding shares of Common Stock, and 100% of the outstanding RVMTP Shares.
A-18
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 or RVMTP Shares, and
certain additional persons are required to report their transactions in the Fund's Common Stock or RVMTP
Shares 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 February
28, 2023, such persons complied with all filing requirements applicable to such persons.
A-19
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 Municipal Bond Infrastructure Fund, Inc.
April 19,
2023
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 judgment 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 February 28, 2023.
Francine
J. Bovich, Audit Committee Chair
J. Charles Cardona, Audit Committee Member
Joseph
S. DiMartino, Audit Committee Member
Andrew J. Donohue, Audit Committee Member
Isabel
P. Dunst, Audit Committee Member
Nathan Leventhal, Audit Committee Member
Robin
A. Melvin, Audit Committee Member
Roslyn M. Watson, Audit Committee Member
Benaree
Pratt Wiley, Audit Committee Member
C-1
0805-PROXY-23
BNY MELLON MUNICIPAL BOND INFRASTRUCTURE
FUND, INC.
PO Box 43131
Providence, RI 02940-3131
|
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EVERY VOTE
IS IMPORTANT
EASY VOTING
OPTIONS:
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![](https://www.sec.gov/Archives/edgar/data/1565381/000156538123000009/image_001.jpg) |
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
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VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
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VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
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|
![](https://www.sec.gov/Archives/edgar/data/1565381/000156538123000009/image_002.jpg) |
VIRTUAL MEETING
at the following Website: www.meetnow.global/M7YZUFQ
on August 17 at 10:00 a.m. Eastern Time
To participate in the Virtual Meeting, enter
the 14-digit control number from the shaded box on this card |
|
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Please detach at perforation before
mailing.
PROXY BNY MELLON MUNICIPAL BOND INFRASTRUCTURE FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 17, 2023
COMMON STOCK
THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned stockholder(s) of BNY Mellon
Municipal Bond Infrastructure Fund, Inc., (the “Fund”) hereby appoint(s) 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 of the shares of the
Fund standing in the name of the undersigned at the close of business on June 13, 2023 at the Annual Meeting of Stockholders virtually
held at the following Website: www.meetnow.global/M7YZUFQ, on August 17, 2023, at 10:00 a.m. Eastern time and at any and
all adjournments thereof, 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.
|
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503 |
|
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DMB_33392_061423
PLEASE
MARK, SIGN,
DATE
ON THE
REVERSE
SIDE
AND RETURN
THE PROXY
CARD USING
THE ENCLOSED
ENVELOPE.
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability
of Proxy Materials for the
Annual Stockholder Meeting to Be Held
virtually on August 17, 2023.
The Proxy Statement and Proxy Card
for this meeting are available at:
https://im.bnymellon.com/closed-end-funds
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:
X
Proposal The
Board of
Directors
recommends
a vote “FOR”
the following
nominees.
1.
Election
of Directors:
Class III 01. Joseph S. DiMartino 02. Andrew
J. Donohue
03. Isabel
P. Dunst
|
FOR
ALL |
|
WITHHOLD
ALL |
|
FOR ALL
EXCEPT |
|
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|
|
|
|
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.
____________________________________________________________________________
| 2. | To transact such other business as may properly come before the meeting, or any
adjournments or postponements thereof. |
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 |
/ / |
|
|
|
|
xxxxxxxxxxxxxx |
DMB 33392 |
xxxxxxxx |
BNY MELLON MUNICIPAL BOND INFRASTRUCTURE
FUND, INC.
PO Box 43131
Providence, RI 02940-3131
|
|
EVERY VOTE
IS IMPORTANT
EASY VOTING
OPTIONS:
|
|
|
![](https://www.sec.gov/Archives/edgar/data/1565381/000156538123000009/image_003.jpg) |
VOTE ON THE INTERNET
Log on to:
www.proxy-direct.com
or scan the QR code
Follow the on-screen instructions
available 24 hours
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|
|
![](https://www.sec.gov/Archives/edgar/data/1565381/000156538123000009/image_003.gif) |
VOTE BY PHONE
Call 1-800-337-3503
Follow the recorded instructions
available 24 hours
|
|
|
![](https://www.sec.gov/Archives/edgar/data/1565381/000156538123000009/image_004.gif) |
VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
|
|
|
![](https://www.sec.gov/Archives/edgar/data/1565381/000156538123000009/image_004.jpg) |
VIRTUAL MEETING
at the following Website: www.meetnow.global/M7YZUFQ
on August 17 at 10:00 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 MUNICIPAL BOND INFRASTRUCTURE FUND, INC.
ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON AUGUST 17, 2023 |
|
REMARKETABLE VARIABLE RATE MUNIFUND TERM PREFERRED
SHARES
THIS PROXY
IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. The undersigned stockholder(s) of BNY Mellon
Municipal Bond Infrastructure Fund, Inc., (the “Fund”) hereby appoint(s) 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 of the shares of the
Fund standing in the name of the undersigned at the close of business on June 13, 2023 at the Annual Meeting of Stockholders virtually
held at the following Website: www.meetnow.global/M7YZUFQ, on August 17, 2023, at 10:00 a.m. Eastern time and at any and all adjournments
thereof, 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.
|
VOTE VIA THE INTERNET: www.proxy-direct.com
VOTE VIA THE TELEPHONE: 1-800-337-3503 |
|
|
|
|
DMB_33392_061423_Pref
PLEASE
MARK, SIGN,
DATE
ON THE
REVERSE
SIDE
AND RETURN
THE PROXY
CARD USING
THE ENCLOSED
ENVELOPE.
EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability
of Proxy Materials for the
Annual Stockholder Meeting to Be Held
virtually on August 17, 2023.
The Proxy Statement and Proxy Card
for this meeting are available at:
https://im.bnymellon.com/closed-end-funds
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:
X
Proposal The
Board of
Directors
recommends
a vote “FOR”
the following
nominees.
1.
Election
of Directors:
Class III 01. Joseph S. DiMartino 02. Andrew
J. Donohue
03. Isabel P. Dunst 04. Benaree Pratt Wiley
|
FOR
ALL |
|
WITHHOLD
ALL |
|
FOR ALL
EXCEPT |
|
|
|
|
|
|
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.
____________________________________________________________________________
| 2. | To transact such other business as may properly come before the meeting, or any
adjournments or postponements thereof. |
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 |
/ / |
|
|
|
|
xxxxxxxxxxxxxx |
DMB2 33392 |
xxxxxxxx |
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