DEF 14A
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )____)
Filed by the RegistrantsRegistrant [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 Advantage Funds, Inc.
BNY Mellon Appreciation Fund, Inc.
BNY Mellon Index Funds, Inc.
BNY Mellon Investment Funds V, Inc.
BNY Mellon Investment Funds VI
BNY Mellon Midcap Index Fund, Inc
BNY Mellon New Jersey Municipal Bond Fund, Inc.
BNY Mellon New York AMT-Free Municipal Bond Fund
BNY Mellon Opportunistic Municipal Securities Fund
BNY Mellon Research Growth Fund, Inc.
BNY Mellon Stock Index Fund, Inc.
BNY Mellon Variable Investment Fund
BNY Mellon Worldwide Growth Fund, Inc.
General Money Market Fund, Inc.
General Municipal Money Market Funds, Inc.
General New York Municipal Money Market Fund
ADVANTAGE FUNDS, INC.DREYFUS A BONDS PLUS, INC.DREYFUS GROWTH AND INCOME FUND, INC.DREYFUS GROWTH OPPORTUNITY FUND, INC.DREYFUS INDEX FUNDS, INC.DREYFUS INSTITUTIONAL MONEY MARKET FUNDDREYFUS INTERNATIONAL FUNDS, INC.DREYFUS MIDCAP INDEX FUND, INC.DREYFUS MONEY MARKET INSTRUMENTS, INC.DREYFUS PREMIER EQUITY FUNDS, INC.DREYFUS PREMIER MANAGER FUNDS IDREYFUS PREMIER MANAGER FUNDS IIDREYFUS STOCK INDEX FUND, INC.DREYFUS VARIABLE INVESTMENT FUND
(Name of Person(s) Filing Proxy Statement, if Other Thanother than the Registrant)
Payment of Filing Fee (Check(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. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule |
The Dreyfus Family
Identify the previous filing by registration statement number, or the Form or Schedule and the date of Funds200 Park Avenue
its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
THE BNY MELLON FAMILY OF FUNDS
c/o BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, New York 1016610286
1-800-373-9387
www.bnymellonim.com/us
August 14, 2023
Dear Stockholder:Shareholder:
Your Dreyfus fund(s) and certain other funds in The Dreyfusthe BNY Mellon Family of Funds will hold special stockholdershareholder meetings on June 29, 2006. StockholdersOctober 12, 2023 in a virtual meeting format only. Shareholders of each of these funds will be asked to elect Board members of their funds. TheAll but one of the nominees are current Board members of some or all of these funds or, in one instance, a current Board member of other funds in The Dreyfus Family of Funds.funds. The election of additional Board members to your fund is being proposed primarily so as to consolidate the Boards of these funds. Consolidating the Boards of the funds may provide certain administrative efficiencies and potential future cost savings for the funds. The enclosed combined proxy statement describes the nominees’nominees' qualifications and each of their respective current roles overseeing funds in The Dreyfusthe BNY Mellon Family of Funds. Please take the time to read the enclosed materials.
Since the proposal to elect Board members is common to these funds, we have combined the proxy statement to save on fund expenses. If you own shares of more than one of these Dreyfus funds, the combined proxy statement also may save you the time of reading more than one document before you vote. If you own shares of more than one of these Dreyfus funds on the record date for the meeting, please note thateach fund has a separate proxy card. You should vote one proxy card for each fund in which you own shares.
Remember, your vote is extremely important, no matter how large or small your fund holdings. By voting promptly, you can help avoid additional costs that are incurred with follow-up letters and calls.
To vote, you may use any of the following methods:
By Mail. Please complete, date and sign the enclosed proxy card |
By Telephone. Have your proxy |
The meeting will be conducted over the Internet in a virtual meeting format only. However, if it is determined that the meeting will be held in person, we will make an announcement in the manner discussed in the Notice of Special Meeting of Shareholders.
We encourage you to vote throughover the Internet or by telephone using the number that appears on your proxy card(s). These voting methods will save the funds money because they would not have to pay for return-mail postage. If you later decide to attend the meeting virtually, you may revoke your proxy and vote your shares in person atover the Internet during the meeting. Whichever voting method you choose, please take the time to read the full text of the combined proxy statement before you vote.
Your vote is very important to us. If you have any questions before you vote, please call one of the Dreyfus service representativesFunds' proxy solicitor, Equiniti Fund Solutions, LLC, at 1-800-645-6561.(866) 796-7181. Thank you for your response and for your continued investment with The Dreyfusthe BNY Mellon Family of Funds.
Sincerely,Stephen E. Canter
Sincerely, /s/ David DiPetrillo |
David DiPetrillo President The BNY Mellon Family of Funds |
Advantage Funds, Inc.Dreyfus A Bonds Plus, Inc.Dreyfus Growth and Income Fund, Inc.Dreyfus Growth Opportunity Fund, Inc.Dreyfus Index Funds, Inc.Dreyfus Institutional Money Market FundDreyfus International Funds, Inc.Dreyfus MidCap Index Fund, Inc.Dreyfus Money Market Instruments, Inc.Dreyfus Premier Equity Funds, Inc.Dreyfus Premier Manager Funds IDreyfus Premier Manager Funds IIDreyfus Stock Index Fund, Inc.Dreyfus Variable Investment FundBNY MELLON ADVANTAGE FUNDS, INC.*
_________________Notice of Special Meetings of StockholdersTo Be Held on June 29, 2006_________________BNY MELLON APPRECIATION FUND, INC.
BNY MELLON INDEX FUNDS, INC.*
BNY MELLON INVESTMENT FUNDS V, INC.*
BNY MELLON INVESTMENT FUNDS VI*
BNY MELLON MIDCAP INDEX FUND, INC.
BNY MELLON NEW JERSEY MUNICIPAL BOND FUND, INC.
BNY MELLON NEW YORK AMT-FREE MUNICIPAL BOND FUND
BNY MELLON OPPORTUNISTIC MUNICIPAL SECURITIES FUND
BNY MELLON RESEARCH GROWTH FUND, INC.
BNY MELLON STOCK INDEX FUND, INC.
BNY MELLON VARIABLE INVESTMENT FUND*
BNY MELLON WORLDWIDE GROWTH FUND, INC.
GENERAL MONEY MARKET FUND, INC. *
GENERAL MUNICIPAL MONEY MARKET FUNDS, INC.*
GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND*
Notice of Special Meeting of Shareholders |
To the Stockholders:Shareholders:
A Special MeetingsMeeting of StockholdersShareholders (each, a "Meeting") of each offund in the funds in The DreyfusBNY Mellon Family of Funds listed above (each, a “Fund” and, collectively, the “Funds”"Fund")* will be held atover the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166,Internet in a virtual meeting format only on Thursday, June 29, 2006October 12, 2023 at the time set forth on Schedule 1 to the Proxy Statement,Funds' combined proxy statement. The Meeting is being held for the following purposes:
1. To elect Board members to hold office until their successors are duly elected and qualified.
2. To transact such other business as may properly come before the meeting, or any adjournment or adjournments thereof.
___________________
To elect Board members to hold office until their successors are duly elected and |
2. | To transact such other business as may properly come before the Meeting, or any adjournments or postponements thereof. |
StockholdersThe 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, if it is determined that the Meeting will be held in person, we will make an announcement in the manner noted below.
Shareholders of record atas of the close of business on May 3, 2006August 14, 2023 will be entitled to receive notice of and to vote at the meeting.Meeting.
To participate in the Meeting, you must request the Meeting credentials by emailing attendameeting@equiniti.com. Please include your full name, address, your control number found on your enclosed proxy card, your intent to attend the virtual Meeting and "[Name of Fund]" in the subject line. The Meeting will begin promptly at the time set forth on Schedule 1 to the Funds' combined proxy statement, on Thursday, October 12, 2023. If you hold your shares through an intermediary, such as a bank or broker, you must register in advance of the Meeting. 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 attendameeting@equiniti.com. You may also forward proof of ownership from your intermediary to attendameeting@equiniti.com. Requests for registration should be received no later than 12:00 p.m., Eastern Time, on Monday, October 9, 2023. You will receive a confirmation email from attendameeting@equiniti.com of your registration and control number that will allow you to vote over the Internet during the Meeting.
If you have any questions after considering the enclosed materials, please call the Funds' proxy solicitor, Equiniti Fund Solutions, LLC, at (866) 796-7181.
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/us/en/individual/resources/proxy-materials.jsp. 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 Boards | ||
/s/ James Bitetto | ||
James Bitetto | ||
Secretary | ||
New York, New York | ||
August 14, 2023 | ||
________________________________________ |
New York, New YorkMay 12, 2006* The Fund is an investment company comprised of separate "series", each of which may be deemed a Fund, as applicable, in the combined proxy statement. For a list of the series, see Schedule 1 to the Funds' combined proxy statement.
WE NEED YOUR PROXY A |
Advantage Funds, Inc.Dreyfus A Bonds Plus, Inc.Dreyfus Growth and Income Fund, Inc.Dreyfus Growth Opportunity Fund, Inc.Dreyfus Index Funds, Inc.Dreyfus Institutional Money Market FundDreyfus International Funds, Inc.Dreyfus MidCap Index Fund, Inc.Dreyfus Money Market Instruments, Inc.Dreyfus Premier Equity Funds, Inc.Dreyfus Premier Manager Funds IDreyfus Premier Manager Funds IIDreyfus Stock Index Fund, Inc.Dreyfus Variable Investment FundBNY MELLON ADVANTAGE FUNDS, INC.
COMBINED PROXY STATEMENTBNY MELLON APPRECIATION FUND, INC.
Special Meetings of Stockholdersto be held on Thursday, June 29, 2006BNY MELLON INDEX FUNDS, INC.
BNY MELLON INVESTMENT FUNDS V, INC.
BNY MELLON INVESTMENT FUNDS VI
BNY MELLON MIDCAP INDEX FUND, INC.
BNY MELLON NEW JERSEY MUNICIPAL BOND FUND, INC.
BNY MELLON NEW YORK AMT-FREE MUNICIPAL BOND FUND
BNY MELLON OPPORTUNISTIC MUNICIPAL SECURITIES FUND
BNY MELLON RESEARCH GROWTH FUND, INC.
BNY MELLON STOCK INDEX FUND, INC.
BNY MELLON VARIABLE INVESTMENT FUND
BNY MELLON WORLDWIDE GROWTH FUND, INC.
GENERAL MONEY MARKET FUND, INC.
GENERAL MUNICIPAL MONEY MARKET FUNDS, INC.
GENERAL NEW YORK MUNICIPAL MONEY MARKET FUND
COMBINED PROXY STATEMENT | ||
Special Meeting of Shareholders to be held on Thursday, October 12, 2023 |
This Proxy Statementcombined proxy statement is furnished in connection with a solicitation of proxies by the Board of Directors/Trustees (the "Board") of each of the respective Boards ofBNY Mellon Advantage Funds, Inc. (“AF”("BNYMAD"), Dreyfus A Bonds Plus, Inc. (“DABP”), Dreyfus Growth and IncomeBNY Mellon Appreciation Fund, Inc. (“DGIF”("BNYMAF"), Dreyfus Growth Opportunity Fund, Inc. (“DGOF”), DreyfusBNY Mellon Index Funds, Inc. (“DIF”("BNYMIF"), Dreyfus Institutional Money Market Fund (“DIMMF”BNY Mellon Investment Funds V, Inc. ("BNYMIF V"), Dreyfus InternationalBNY Mellon Investment Funds Inc. (“DILF”VI ("BNYMIF VI"), Dreyfus MidCapBNY Mellon Midcap Index Fund, Inc. (“DMIF”("BNYMMIF"), Dreyfus Money Market Instruments,BNY Mellon New Jersey Municipal Bond Fund, Inc. (“DMMI”("BNYMNJMBF"), Dreyfus Premier Equity Funds,BNY Mellon New York AMT-Free Municipal Bond Fund ("BNYMNYAFMBF"), BNY Mellon Opportunistic Municipal Securities Fund ("BNYMOMSF"), BNY Mellon Research Growth Fund, Inc. (“DPEF”("BNYMRGF"), Dreyfus Premier Manager Funds I (“DPMFI”), Dreyfus Premier Manager Funds II (“DPMFII”), DreyfusBNY Mellon Stock Index Fund, Inc. (“DSIF”("BNYMSIF") and Dreyfus, BNY Mellon Variable Investment Fund (“DVIF”("BNYMVIF"), BNY Mellon Worldwide Growth Fund, Inc. ("BNYMWGF"), General Money Market Fund, Inc. ("GMMF"), General Municipal Money Market Funds, Inc. ("GMMMF") and General New York Municipal Money Market Fund ("GNYMMMF") (each, a “Fund”"Fund" and, collectively, the “Funds”"Funds") to be used at thea Special Meeting of Stockholders (the “Meeting”Shareholders (each, a "Meeting") of each Fund to be held on Thursday, June 29, 2006October 12, 2023 at the time set forth on Schedule 1 to this Proxy Statement,combined proxy statement, over the Internet in a virtual meeting format only, and at the offices of The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166,any and all adjournments or postponements thereof, for the purposes set forth in such Notice. Stockholdersthe accompanying Notice of Special Meeting of Shareholders. Shareholders of record atas of the close of business on May 3, 2006August 14, 2023 are entitled to receive notice of and to vote atover the Meeting. StockholdersInternet during the Meeting with respect to their Fund(s). Shareholders will not be able to attend the Meeting in person, but may participate over the Internet as described in the Notice of Special Meeting of Shareholders.
Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held. StockholdersShareholders can vote only on matters affecting the Fund(s) ofin which they are stockholders.hold shares. Shareholders of each Fund will vote as a single class (which includes all series and classes of shares of a Fund) and will vote separately from the shareholders of each other Fund on the election of Board members. If a proposal is approved by shareholders of one Fund and not approved by shareholders of another Fund, the proposal will be implemented only for the Fund that approved the proposal. Therefore, it is essential that shareholders who own shares in more than one Fund complete, date, sign and return each proxy card they receive, or otherwise vote by telephone or over the Internet. Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon. Unmarked but properly signed and dated proxy cards will be voted "FOR" a proposal . If anythe enclosed form of proxy card is
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executed and returned, itor if you have voted by telephone or over the Internet, your vote nevertheless may be revoked after it is received by anothersending a written notice of revocation to the proxy tabulator at the address listed on the proxy card or by mailing a duly executed proxy card bearing a later date; you may also change your vote by mailing a duly executed proxy card bearing a later date, by calling the toll-free telephone number throughlisted under "To vote by Telephone" on the proxy card or over the Internet or by letter or telegram directedgoing to the relevant Fund, which must indicatewebsite listed on the stockholder’s nameproxy card and account number.following the instructions on the website. To be effective, such revocation or vote change must be received before your prior proxy is exercised at the Meeting. If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided. In addition, any stockholdershareholder who attends the Meeting in personvirtually may vote by ballot atover the Internet during the Meeting, thereby canceling any proxy previously given.
Stockholders of each Fund will vote as a single class (which includes all series of a Fund) and will vote separately from the stockholders of each other Fund on the election of Board members. It is essential that stockholders who own shares in more than one Fund complete, date, sign and returneach proxy card they receive.
Information as to the number of shares outstanding and share ownership for each Fund is set forth on Schedule 2 to this Proxy Statement.combined proxy statement.
It is estimated that proxy materials will be mailed to shareholders of record on or about August 28, 2023. To reduce expenses, only one copy of this combined 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 officesoffice of each Fund areis located at 200 Park Avenue,240 Greenwich Street, 18th Floor, New York, New York 10166.10286. Copies of each Fund’sFund's most recent Annual Report to Shareholders and, if applicable, Semi-Annual ReportsReport to Shareholders, are available upon request, without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, visiting www.im.bnymellon.com or by calling toll-free 1-800-645-6561.1-800-373-9387.
IMPORTANT NOTICE REGARDING INTERNET
AVAILABILITY OF PROXY MATERIALS
THIS COMBINED PROXY STATEMENT AND COPIES OF THE FUND'S MOST RECENT
ANNUAL REPORT TO SHAREHOLDERS AND, IF APPLICABLE, SEMI-ANNUAL Report TO SHAREHOLDERS ARE AVAILABLE AT
HTTPS://IM.BNYMELLON.COM/US/EN/INDIVIDUAL/RESOURCES/PROXY-MATERIALS.JSP
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PROPOSAL: ELECTION OF BOARD MEMBERSBoard Members
The Nominees. It is proposed that stockholdersshareholders of each Fund consider the election of the individuals listed below (the “Nominees”"Nominees") as Board members of their Fund as indicated. The Nominees were selected and nominated by those members of the present Boards of the relevant Funds who are not “interested persons” of the Funds (“Independent Board members”), as"interested persons" (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”"1940 Act")) of the Funds ("Independent Board Members"). The Nominees, except Michael D. DiLecce, currently serve as Board members of some or all of the Funds or, in the case of Peggy C. Davis,Funds. Mr. DiLecce currently serves as aan Advisory Board member of other funds in The Dreyfus Familysome of the Funds. Some Board members of certain Funds (Joseph S. DiMartino and Peggy C. Davis with respect to each Fund) were previously elected by shareholders and need not be re-elected to the Board of those Funds.Funds ("Continuing Board Members" of such Funds). The election of additional Board members to the Boards of the Funds is being proposed primarily so as to consolidate the Boards of the Funds. Consolidating the Boards of the Funds may provide certain administrative efficiencies and potential future cost savings for the Funds. Each Nominee has consented to being named in this Proxy Statementcombined proxy statement and has agreed to serve as a Board member of the indicated Funds if elected. All of the Nominees and Continuing Board Members are Independent Board Members.
With respect to DABP, DGIF, DGOF, DIMMF, DILF, DMMI, DPEFBNYMAD, BNYMIF, BNYMIF V, BNYMIF VI, BNYMMIF, BNYMNJMBF, BNYMRGF, BNYMSIF and DVIF,BNYMVIF, the Nominees for election as Board members of these Funds are: Peggy C. Davis, Joseph S. DiMartino, David P. Feldman, Ehud Houminer, Gloria MessingerFrancine J. Bovich, Michael D. DiLecce, Gina D. France, Joan L. Gulley, and Anne Wexler. Nathan Leventhal. Mses. France and Gulley currently are Board members of these Funds, but have not been previously elected by shareholders of the Funds.
With respect to AF, DIF, DMIF, DPMFI, DPMFIIBNYMAF, BNYMNYAFMBF, BNYMOMSF, BNYMWGF, GMMF, GMMMF and DSIF,GNYMMMF, the Nominees for election as Board members of these Funds are: Peggy C. Davis, James F. HenryFrancine J. Bovich, Michael D. DiLecce, Gina D. France, Joan L. Gulley, and Dr. Martin Peretz.Robin A. Melvin. Mses. Bovich and Melvin currently are Board members of these Funds, but have not been previously elected by shareholders of the Funds.
The persons named as proxies on the enclosedaccompanying proxy card(s) willintend to vote each proxy for the election of the Nominees, unless shareholders specifically indicate on their proxies the desire to withhold authority to vote for any or all of the Nominees is withheld in the proxy.elections to office. Each Nominee elected will serve as an Independent Board memberMember of the respective Fundconsolidated Boards of the Funds commencing, subject to the discretion of the Board, on or about January 1, 2007 (other than those Nominees who are current Independent Board members of such Fund)2024, and until his or her successor is duly elected and qualified. It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but, if that should occur prior to the Meeting, the proxy holders will vote for such otherBoards reserve the right to substitute another person or persons of their choice as nominee or nomineesnominees.
Board's Oversight Role in Management. Each Board's role in management of the respective Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to each Fund, primarily BNY Mellon Investment Adviser, Inc., each Fund's investment adviser (the "Investment Adviser" or "BNY Mellon Adviser"), and its affiliates, have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management (including management of investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As part of its oversight, each Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including senior personnel of the Investment Adviser, the Fund's and the Investment Adviser's Chief Compliance Officer and portfolio management personnel. Each Board's audit committee (which consists of all of the Independent Board Members) 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. Each Board also receives periodic
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presentations from senior personnel of the Investment Adviser or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as cybersecurity, business continuity, personal trading, valuation, credit and investment research. As warranted, each Board also receives informational reports from counsel to each Fund and each Board's independent legal counsel regarding regulatory compliance and governance matters. Each Board has adopted policies and procedures designed to address certain risks to the Fund. In addition, the Investment Adviser and other service providers to each 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 each Fund, and the Boards' risk management oversight is subject to inherent limitations.
Board Composition and Leadership Structure. The 1940 Act requires that at least 40% of each Fund's Board Members be Independent Board Members and as such are not affiliated with the Investment Adviser. To rely on certain exemptive rules under the 1940 Act, a majority of each Fund's Board Members must be Independent Board Members, and for certain important matters, such as the Funds’approval of each 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 Board members may recommend.Members. Currently, all of each Fund's Board Members, including the Chairman of the Board, are Independent board membersBoard Members. Each Board has determined that its leadership structure, in which the Chairman of investment companies play a critical rolethe Board is not affiliated with the Investment Adviser, is appropriate in overseeing fund operationslight of the specific characteristics and policingcircumstances of each Fund, including, but not limited to: (i) the services that the Investment Adviser and its affiliates provide to the Fund and potential conflicts of interest betweenthat could arise from these relationships; (ii) the fundextent to which the day-to-day operations of each Fund are conducted by Fund officers and employees of the Investment Adviser and its investment adviseraffiliates; and other service providers. The following tables present(iii) each Board's oversight role in management of each Fund.
Information About Each Nominee's and Continuing Board Member's Experience, Qualifications, Attributes or Skills. Nominees for Board Member of each Fund, together with information aboutas to their positions with the current Board members and Nominees, including theirFund, principal occupations and other board memberships and affiliations and when they first became a Board member of a Fund of which theyfor the past five years, are currently a Board member.shown below. The address of each Board member and Nominee is c/o The Dreyfus Corporation, 200 Park Avenue, 8th Flr.,240 Greenwich Street, New York, New York 10166. Information10286. Specific information about the Continuing Board Members of each Fund, information on each Nominee's and Continuing Board member’s and Nominee’sMember's ownership of Fund shares, of the Funds and other relevant information including information about the Funds’ officers, is set forth on Exhibit A to this Proxy Statement.combined proxy statement.
Nominees for all Funds | ||
Name | Principal Occupation | Other Public Company Board |
Francine J. Bovich (1951) Board BNYMAF (2012) BNYMNYAFMBF (2012) BNYMOMSF (2012) BNYMWGF (2012) GMMF (2012) GMMMF (2012) GNYMMMF (2012) | The Bradley Trusts, private trust funds, Trustee (2011 – Present) | Annaly Capital Management, Inc., a real estate investment trust, Director (2014 – Present) |
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Nominees for all Funds | |||
Name (Year of Birth) of Nominee | Principal Occupation | Other Public Company Board | |
Michael D. DiLecce (1962) Advisory Board Member BNYMAD (2022) BNYMIF (2022) BNYMIF V (2022) BNYMIF VI (2022) BNYMMIF (2022) BNYMNJMBF (2022) BNYMRGF (2022) BNYMSIF (2022) BNYMVIF (2022) | Retired since July 2022; Global Asset Management Assurance Leader, Ernst & Young LLP (2015 – 2022); Americas Regional Talent Managing Partner for Ernst & Young's Financial Service Practice (2017 – 2021); Partner, Ernst & Young LLP (1997 – 2022) | N/A | |
Gina D. France (1958) Board Member BNYMAD (2019) BNYMIF (2019) BNYMIF V (2019) BNYMIF VI (2019) BNYMMIF (2019) BNYMNJMBF (2019) BNYMRGF (2019) BNYMSIF (2019) BNYMVIF (2019) | France Strategic Partners, a strategy and | Huntington Bancshares, a bank holding company headquartered in Columbus, Ohio, Director (2016 – Present) Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the |
CBIZ, Inc., a |
Joan L. Gulley (1947) BNYMAD (2017) BNYMIF (2017) BNYMIF V (2017) BNYMIF VI (2017) BNYMMIF (2017) BNYMNJMBF (2017) BNYMRGF (2017) BNYMSIF (2017) BNYMVIF (2017) | Nantucket Atheneum, public library, Chair (June 2018 – June 2021) and | Director Orchard Island Club, golf and |
(2016 – Present) and President (February 2023 – Present) | N/A | |
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Additional Nominee for BNYMAD, BNYMIF, BNYMIF V, BNYMIF VI, BNYMMIF, BNYMNJMBF, BNYMRGF, BNYMSIF and BNYMVIF | ||
Name (Year of Birth) of Nominee | Principal Occupation | Other Public Company Board |
Nathan Leventhal (1943) Board Member BNYMAF (1989) BNYMNYAFMBF (1989) BNYMOMSF (1989) BNYMWGF (1989) GMMF (1989) GMMMF (1989) GNYMMMF (1989) | Lincoln Center for the Performing Arts, President Palm Beach Opera, President (2016 – Present) |
Additional Nominee for BNYMAF, BNYMNYAFMBF, BNYMOMSF, BNYMWGF, GMMF, GMMMF and GNYMMMF | ||
Name (Year of Birth) of Nominee | Principal Occupation | Other Public Company |
Robin A. Melvin (1963) Board Member BNYMAD (2012) BNYMAF (2012) BNYMIF (2012) BNYMIF V (2011) BNYMIF VI (2012) BNYMMIF (2012) BNYMNJMBF (2011) BNYMNYAFMBF (2012) BNYMOMSF (2012) BNYMRGF (2012) BNYMSIF (2012) BNYMVIF (2012) BNYMWGF (2012) GMMF (2012) GMMMF (2012) GNYMMMF (2012) | Westover School, a private girls' boarding school in Middlebury, Connecticut, Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois, JDRF, a non-profit juvenile diabetes research foundation, Board | HPS Corporate Lending Fund, a closed-end management investment company regulated as a business development company, |
Each Fund typically pays itsNominee and Continuing Board members its allocated portionMember, with the exception of an annual retainerMses. Bovich, France and Gulley and Mr. DiLecce, has been a fee per meeting attended for the Fund and other funds in The DreyfusBNY Mellon Family of Funds board member for over twenty years. Ms. Bovich has been in the asset management business for 40 years, Ms. France has more than 35 years of strategy, investment banking and reimbursescorporate finance experience and Ms. Gulley was in the asset management business for more than 30 years prior to her retirement in 2014. Mr. DiLecce has over 30 years of experience as an accountant with independent registered public accounting firms. 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 respective Board believes has prepared them to be effective Board Members (this information for the Continuing Board Members is set forth on Exhibit A). Each Board believes that the significance of each Board Member's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Board Member may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Board Member, or particular factor, being indicative of Board effectiveness. However, each Board believes that Board Members 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 expenses. Withduties; each Board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a Board Member's educational background; business or professional training or practice (e.g., medicine, accounting or law); public service or academic positions; experience from service as a board member (including the Board of the Fund) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. The charter for each Board's nominating committee contains certain other factors considered by the committee in identifying and evaluating potential Independent Board
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Member nominees. To assist them in evaluating matters under federal and state law, the Board Members 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 Funds and to the Boards has significant experience advising funds and fund board members. Each Board and its committees have the ability to engage other experts as appropriate. Each Board evaluates its performance on an annual basis.
Francine J. Bovich – Ms. Bovich currently 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 until September 2010, Ms. Bovich was a Managing Director at Morgan Stanley Investment Management, holding various positions including Co-Head of Global Tactical Asset Allocation Group, Operations Officer, and Head of the U.S. Institutional Equity Group. Prior to joining Morgan Stanley Investment Management, Ms. Bovich was Principal, Executive Vice President and Senior Portfolio Manager at Westwood Management Corporation, where she worked from 1986 until 1993. From 1980 to 1986, she worked at CitiCorp Investment Management, Inc. as Managing Director and Senior Portfolio Manager. From 1973 to 1980, Ms. Bovich was an Assistant Vice President and Equity Portfolio Manager at Bankers Trust Company. From 1991 to 2005, she served as U.S. Representative to the United Nations Investments Committee, advising a global portfolio of approximately $30 billion.
Michael D. DiLecce – Mr. DiLecce retired as a Partner at the accounting firm of Ernst & Young LLP in June 2022. Mr. DiLecce has substantial accounting, investment management, and executive experience serving firms within the investment management industry. From August 1983 to June 2022, Mr. DiLecce was an auditor at Ernst & Young LLP where he served as Global Assurance Leader of Asset Management and as the audit partner for various investment company complexes. In addition, from July 2017 to June 2021, Mr. DiLecce was the Americas Regional Talent Managing Partner for Ernst & Young's Financial Service practice. He was an Assurance Partner at Ernst & Young LLP from 1997 to 2022. Mr. DiLecce currently serves as an Advisory Board Member of Welsh, Carson, Anderson & Stowe, a private equity firm focusing on investments in technology and healthcare companies.
Gina D. France – Ms. France serves as President and Chief Executive Officer of France Strategic Partners. Before founding France Strategic Partners in 2003, Ms. France was a managing director of Ernst & Young LLP where she led a national client-facing strategy group. She has served as a strategic advisor to over 250 companies throughout the course of her career. Ms. France has more than 35 years of strategy, investment banking and corporate finance experience. Previously, Ms. France was an investment banker with Lehman Brothers in New York and San Francisco. Prior to Lehman Brothers, she served as the international cash manager of Marathon Oil Company. Ms. France has served on several corporate boards including: Huntington Bancshares (investment company oversight committee chair); Cedar Fair, L.P. (audit committee chair); CBIZ, Inc.; Baldwin Wallace University; FirstMerit Corporation (nominating and governance committee chair); Dawn Food Products, Inc.; and Mack Industries. Ms. France served as Director of Cedar Fair, L.P. from 2011 to May 2023 and served as a Trustee of Dance Cleveland, a non-profit, from 2001 to June 2023.
Joan L. Gulley – Ms. Gulley served in various senior roles at PNC Financial Services Group, Inc. ("PNC") from 1993 until her retirement in 2014, including Chief Executive Officer of PNC Advisors, the wealth management and institutional services business of PNC, from 2002 to 2005, Executive Vice President and Chief Marketing Officer of PNC from 2002 to 2007, and Executive Vice President ("EVP") and Chief Human Resources Officer ("CHRO") of PNC from 2008 until 2014. In her role as EVP and CHRO of PNC, Ms. Gulley was responsible for the oversight of $8 billion in combined pension and 401(k) assets.
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Ms. Gulley also served as a member of PNC's Executive Committee from 2008 to 2014, where she participated in all key strategic and operational decisions affecting PNC, and was responsible for all staff support to the PNC Board's Personnel and Compensation Committee with respect to AF, DIF, DMIF, DFMFI, DPMFIIexecutive compensation, succession planning, talent management, human resource regulatory matters and DSIF only,diversity. Prior to joining PNC, Ms. Gulley held positions with The Massachusetts Company, a chartered bank and subsidiary of The Travelers Insurance Company, which was acquired by PNC in 1993, and with branches of the Federal Reserve Bank in Boston, Massachusetts and Washington D.C. Ms. Gulley currently serves as a Governor and President of the Orchard Island Club and from 2015 to 2021 served on the Board of Trustees of the Nantucket Atheneum.
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 Board receives an additional 25%Avery Fisher Artist Program; he is now President Emeritus of such compensation. Emeritus Board members of a Fund are entitled to receive an annual retainer and a per meeting attended fee of one-half the amount paid to them as Board members. For information on the amount of compensation paid to each current Board member by a FundLincoln Center for the Fund’s last fiscal year,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 paid by all fundsquality of mentoring services in The Dreyfus Family of Funds for which such person wasIllinois, and served as a Board member forfrom 2013 to 2020. Ms. Melvin served as Director of the year ended December 31, 2005, see Exhibit ABoisi Family Foundation, a private family foundation that supports organizations serving the needs of youth from disadvantaged circumstances, from 1995 to this Proxy Statement.2012. In that role she also managed the Boisi Family Office, providing the primary interface with all investment managers, legal advisors and other service providers to the family. She has also served in various roles with MENTOR, a national non-profit youth mentoring advocacy organization, including Executive Director of the New York City affiliate, Vice President of the national affiliate network, Vice President of Development, and, immediately prior to her departure, Senior Vice President in charge of strategy. Prior to that, Ms. Melvin was an investment banker with Goldman Sachs Group, Inc. 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 HPS Corporate Lending Fund, a closed-end management investment company regulated as a business development company (August 2021 to present), and served as a Trustee of Westover School, a private girls boarding school in Middlebury, Connecticut from 2019 to June 2023.
Fund Board Committees. Each Fund has a standing audit, nominating, compensation and compensation committee,litigation committees, each of which is comprised of the Fund’sits Independent Board members. For informationMembers, except that Joseph S. DiMartino does not serve on the number of committee meetings held during a Fund’s last fiscal year, see Exhibit A to this Proxy Statement.compensation committees.
The function of each Fund’sthe audit committee (the “Audit Committee”)of each Fund is (1) to (i) oversee the Fund’sFund's accounting and financial reporting processes and the audits of the Fund’sFund's financial statements and (ii)(2) to assist in the Board’sBoard's oversight of the integrity of the Fund’sFund's financial statements, the Fund’sFund's compliance with legal and regulatory requirements and the qualifications, independence and performance of the Fund's independent registered public accounting firm’s qualifications, independencefirm. A copy of each Fund's Audit Committee Charter, which describes the audit committee's purposes, duties and performance.responsibilities, is available at www.im.bnymellon.com. Each Fund's audit committee has determined that at least one Board Member qualifies as an audit committee financial expert under the securities laws and Gina D. France has been designated as the audit committee financial expert for each of BNYMAD, BNYMIF, BNYMIF V, BNYMIF VI, BNYMMIF, BNYMNJMBF, BNYMRGF, BNYMSIF and BNYMVIF and Joseph S. DiMartino has been designated as the audit
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committee financial expert for each of BNYMAF, BNYMNYAFMBF, BNYMOMSF, BNYMWGF, GMMF, GMMMF and GNYMMMF.
Each Fund’sFund's nominating committee is composed entirely of the Fund’s Independent Board members and is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by stockholders.shareholders. In evaluating potential nominees, including any nominees recommended by stockholders,shareholders, the committee takes into consideration variousthe factors listed in the nominating committee charter,each Fund's Nominating Committee Charter and Procedures (the "Nominating Committee Charter"), including character and integrity, and business and professional experience, and whether the committee believes the person has the ability to apply sound and independent business judgment and would act in the interest of the Fund and its shareholders.experience. The nominating committee may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes. Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations. The committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, c/o The Dreyfus CorporationBNY Mellon Investment Adviser Legal Department, 200 Park Avenue, 8th240 Greenwich Street, 18th Floor, East, New York, New York 10166, which includes10286, and including information regarding the recommended nominee as specified in the nominating committee charter. A copy of the Funds’ nominating committee charterNominating Committee Charter. The Nominating Committee Charter is set forth inattached as Exhibit B to this Proxy Statement.combined 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 Funds and the Investment Adviser in connection with any potential or existing litigation or other legal proceeding relating to securities held by a Fund and held or otherwise deemed to have a beneficial interest held by the Investment Adviser or its affiliate.
Compensation. Each Nominee, except Mr. DiLecce, currently serves as a Board Member of multiple funds in the BNY Mellon Family of Funds. Annual retainer fees and meeting attendance fees are allocated on the basis of net assets, with the Chairman of each Board, Mr. DiMartino, receiving an additional 25% of such compensation. Each Fund reimburses Board Members for travel and out-of-pocket expenses in connection with attending Board or committee meetings. The Funds do not have a bonus, pension, profit-sharing or retirement plan.
The amount of compensation paid to each Nominee by each Fund for its most recent fiscal year and the aggregate amount of compensation paid to each such Nominee by all funds in the BNY Mellon Family of Funds for which the Nominee was a Board Member during 2022, was as follows:
Name of Nominee and Fund | Compensation from each Fund* | Aggregate Compensation from each Fund and Fund Complex Paid to Nominee (**) |
Francine J. Bovich | ||
BNYMAF | $38,994 | |
BNYMNYAFMBF | $4,745 | |
BNYMOMSF | $8,630 | |
BNYMWGF | $15,973 | |
GMMF | $49,131 | |
GMMMF | $13,582 | |
GNYMMMF | $2,223 | |
$613,000 (53) |
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Name of Nominee and Fund | Compensation from each Fund* | Aggregate Compensation from each Fund and Fund Complex Paid to Nominee (**) |
Michael D. DiLecce*** | ||
BNYMAD | ||
(8/31 fiscal year end) | N/A | |
(10/31 fiscal year end) | N/A | |
BNYMIF | N/A | |
BNYMIF V | ||
(10/31 fiscal year end) | N/A | |
(12/31 fiscal year end) | $1,404 | |
BNYMIF VI | $142 | |
BNYMMIF | N/A | |
BNYMNJMBF | $764 | |
BNYMRGF | $2,857 | |
BNYMSIF | $6,073 | |
BNYMVIF | $1,950 | |
$43,750 (24) | ||
Gina D. France | ||
BNYMAD | ||
(8/31 fiscal year end) | $22,574 | |
(10/31 fiscal year end) | $32,136 | |
BNYMIF | $33,846 | |
BNYMIF V | ||
(10/31 fiscal year end) | $7,008 | |
(12/31 fiscal year end) | $5,814 | |
BNYMIF VI | $2,454 | |
BNYMMIF | $16,031 | |
BNYMNJMBF | $2,977 | |
BNYMRGF | $12,604 | |
BNYMSIF | $22,873 | |
BNYMVIF | $7,132 | |
$171,000 (24) | ||
Joan L. Gulley | ||
BNYMAD | ||
(8/31 fiscal year end) | $23,960 | |
(10/31 fiscal year end) | $34,098 | |
BNYMIF | $35,856 | |
BNYMIF V | ||
(10/31 fiscal year end) | $7,436 | |
(12/31 fiscal year end) | $6,168 | |
BNYMIF VI | $2,598 | |
BNYMMIF | $16,986 | |
BNYMNJMBF | $3,151 | |
BNYMRGF | $13,397 | |
BNYMSIF | $24,214 | |
BNYMVIF | $7,554 | |
$347,000 (42) | ||
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Name of Nominee and Fund | Compensation from each Fund* | Aggregate Compensation from each Fund and Fund Complex Paid to Nominee (**) |
Nathan Leventhal | ||
BNYMAF | $38,994 | |
BNYMNYAFMBF | $4,742 | |
BNYMOMSF | $8,630 | |
BNYMWGF | $15,964 | |
GMMF | $49,109 | |
GMMMF | $13,575 | |
GNYMMMF | $2,222 | |
$398,500 (32) | ||
Robin A. Melvin | ||
BNYMAD | ||
(8/31 fiscal year end) | $24,051 | |
(10/31 fiscal year end) | $34,134 | |
BNYMAF | $38,994 | |
BNYMIF | $35,897 | |
BNYMIF V | ||
(10/31 fiscal year end) | $7,444 | |
(12/31 fiscal year end) | $6,168 | |
BNYMIF VI | $2,601 | |
BNYMMIF | $17,006 | |
BNYMNJMBF | $3,151 | |
BNYMNYAFMBF | $4,744 | |
BNYMOMSF | $8,630 | |
BNYMRGF | $13,397 | |
BNYMSIF | $24,214 | |
BNYMVIF | $7,554 | |
BNYMWGF | $15,973 | |
GMMF | $49,131 | |
GMMMF | $13,581 | |
GNYMMMF | $2,223 | |
$747,500 (74) |
_________________________ |
* Amounts shown do not include expenses reimbursed to Nominees for attending Board meetings. Amounts shown also hasdo not include the costs of office space and related parking, office supplies and secretarial services, which are paid by the Funds (allocated among the funds in the BNY Mellon Family of Funds based on net assets), which, in 2022, for the Funds ranged from $28 to $2,526 ($19,383 for all Funds).
** Represents the number of separate portfolios comprising the investment companies in the fund complex, including the Funds, for which the Nominee served as a standing pricing/evaluation committee comprisedboard member in 2022.
*** Mr. DiLecce became an advisory board member of any one Board member. The function ofBNYMAD, BNYMIF, BNYMIF V, BNYMIF VI, BNYMMIF, BNYMNJMBF, BNYMRGF, BNYMSIF and BNYMVIF in October 2022 and receives compensation from the pricing/evaluation committee is to assistfunds for attending board meetings in valuing the Fund’s investments.an advisory role.
Required Vote
For each Fund's most recent fiscal year, the number of Board and committee meetings held and the amount of compensation paid by each Fund to the Continuing Board Members and the aggregate amount of compensation paid by all funds in the BNY Mellon Family of Funds for which each such person was a Board Member in 2022 are set forth on Exhibit A. Certain other information concerning each Fund's Board Members and officers also is set forth on Exhibit A.
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Required Vote
The election of a Nominee for each Fund requires the affirmative vote of a plurality of votes cast at the MeetingFund's meeting for the election of Board members of the Fund.Members, if a quorum is present.
ADDITIONAL INFORMATION
Selection of Independent Registered Public Accounting Firm
The 1940 Act requires that each Fund’sFund's independent registered public accounting firm (the “independent auditors”"independent auditors" or "auditors") be selected by a majority of the Independent Board membersMembers. The audit committee has direct responsibility for the appointment, compensation, retention and oversight of the Fund. One of the purposes of each Fund’s Audit Committee is to recommend to the Fund’s Board the selection, retention or termination ofFund's independent auditors for the Fund. The Audit Committee of each of DIF, DSIF and DPMFII recommended,auditors. Each Fund's audit committee approved and each such Fund’sFund's Board, including a majority of itsthe Independent Board members, approved, the selection of PricewaterhouseCoopers LLP (“PWC”),Members, ratified and each other Fund’s Audit Committee recommended, and each such Fund’s Board, including a majority of its Independent Board members, approved the selection of Ernst & Young LLP (“Ernst & Young”("EY"), as such Fund’sthe independent auditors for the Fund’s currentrespective Fund's fiscal year. Representativesyear ended in 2023 or 2024, as applicable, at a meeting held on the date set forth for each Fund on Schedule 3 to this combined proxy statement. EY, a major international accounting firm, has acted as independent auditors of Ernst & Youngeach Fund since the Fund's organization.
Independent Registered Public Accounting Firm Fees and PWCServices
The following chart reflects fees billed by EY in each 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 relevant Fund), such fees represent only those fees that required pre-approval by the audit committee, except the Aggregate Non-Audit Fees amounts, which include all non-audit fees billed by EY to the Fund and Service Affiliates. All services provided by EY were pre-approved as required.
Fund (Fiscal Year End)1 | Audit Fees | Audit-Related Fees2 | Tax Fees3 | All Other Fees | Fees Paid by Service Affiliates | Aggregate Non-Audit Fees Paid by Fund and Service Affiliates |
BNYMAD (8/31) | $174,265/$142,200 | $35,400/$28,889 | $30,622/$19,051 | $9,941/$19,641 | $0/$26,949 | $2,692,122/$2,418,678 |
BNYMAD (10/31) | $200,486/$204,495 | $62,212/$57,466 | $19,008/$17,631 | $857/$405 | $10,960/$28,369 | $2,476,929/$2,189,735 |
BNYMAF (12/31) | $34,853/$35,550 | $10,295/$10,572 | $5,222/$4,763 | $12,377/$6,464 | $6,737/$6,737 | $3,095,435/$1,803,830 |
BNYMIF (10/31) | $117,206/$119,550 | $23,536/$24,325 | $9,985/$14,289 | $8,789/$4,450 | $8,220/$20,211 | $2,476,929/$2,189,735 |
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Fund (Fiscal Year End)1 | Audit Fees | Audit-Related Fees2 | Tax Fees3 | All Other Fees | Fees Paid by Service Affiliates | Aggregate Non-Audit Fees Paid by Fund and Service Affiliates |
BNYMIF V (10/31) | $82,353/$84,000 | $18,752/$18,616 | $10,444/$9,526 | $330/$179 | $5,480/$13,474 | $2,476,929/$2,189,735 |
BNYMIF V (12/31) | $34,853/$35,550 | $7,080/$7,229 | $5,222/$4,763 | $790/$440 | $6,737/$6,737 | $3,095,435/$1,803,830 |
BNYMIF VI (11/30) | $42,156/$42,999 | $12,924/$13,413 | $5,222/$4,763 | $4,015/$2,117 | $6,737/$6,737 | $2,747,329/$2,144,335 |
BNYMMIF (10/31) | $34,853/$35,550 | $7,080/$7,538 | $4,763/$4,763 | $3,112/$1,501 | $2,740/$6,737 | $2,476,929/$2,189,735 |
BNYMNJMBF (12/31) | $35,494/$36,204 | $11,095/$10,926 | $3,342/$3,342 | $3,092/$1,596 | $8,158/$8,158 | $3,095,435/$1,803,830 |
BNYMNYAFMBF (11/30) | $35,494/$36,204 | $10,222/$10,456 | $3,342/$3,342 | $1,667/$837 | $8,158/$8,158 | $2,747,329/$2,144,335 |
BNYMOMSF (4/30) | $36,204/$36,928 | $14,550/$14,445 | $3,342/$3,342 | $1,352/$1,349 | $8,158/$8,158 | $2,423,621/$1,706,473 |
BNYMRGF (2/28(29)) | $35,550/$36,261 | $7,198/$7,188 | $5,222/$4,763 | $6,461/$6,534 | $6,737/$6,737 | $2,807,909/$1,830,036 |
BNYMSIF (12/31) | $34,853/$35,550 | $7,080/$7,737 | $4,763/$4,763 | $80/$46 | $2,737/$3,737 | $3,095,435/$1,803,830 |
BNYMVIF (12/31) | $139,412/$142,200 | $31,535/$31,395 | $19,008/$17,631 | $201/$110 | $12,369/$16,369 | $3,095,435/$1,803,830 |
BNYMWGF (10/31) | $47,500/$48,450 | $9,376/$9,412 | $5,222/$4,763 | $4,351/$2,231 | $2,740/$6,737 | $2,476,929/$2,189,735 |
GMMF (11/30) | $34,853/$35,550 | $7,080/$7,732 | $6,684/$3,342 | $11,746/$10,309 | $7,158/$8,158 | $2,747,329/$2,144,335 |
GMMMF (11/30) | $34,853/$35,550 | $7,080/$7,234 | $3,342/$3,342 | $1,327/$588 | $7,158/$8,158 | $2,747,329/$2,144,335 |
GNYMMMF (11/30) | $34,853/$35,550 | $7,080/$7,077 | $3,342/$3,342 | $637/$282 | $7,158/$8,158 | $2,747,329/$2,144,335 |
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__________________________
1 | For the respective fiscal years ended in 2021/2022 or 2022/2023, as applicable. |
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 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, the Financial Accounting Standards Board 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. |
Audit Committee Pre-Approval Policies and Procedures. Each 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 expectedcompatible 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.
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Auditor Independence. Each 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 present atavailable to join the Meeting, and will have anthe opportunity to make a statement (if the representatives so desire) and will be available to respond to appropriate questions. After reviewing the relevant Fund’s audited financial statements for the Fund’s most recently completed fiscal year, each Fund’s Audit Committee recommended to the Fund’s Board that such statements be included in the Fund’s Annual Report to Stockholders.
Information regarding the audit and related fees that the independent auditors charged the Funds is set forth in Exhibit A.Service Providers
The Audit Committee for each Fund considered the compatibility of any non-audit services with the independence of PWC or Ernst & Young LLP, as the case may be.
BNY Mellon Investment Adviser, Distributor and Transfer Agent
Dreyfus,Inc., located at 200 Park Avenue,240 Greenwich Street, New York, New York 10166,10286, serves as each Fund’sFund's investment adviser.
Dreyfus ServiceBNY Mellon Securities Corporation, a wholly-owned subsidiary of Dreyfus with principal officesthe Investment Adviser, located at 200 Park Avenue,240 Greenwich Street, New York, New York 10166,10286, serves as the distributor (i.e., principal underwriter) of each Fund’s distributor.Fund's shares.
Dreyfus Transfer, Inc.The Bank of New York Mellon ("BNY Mellon"), a wholly-owned subsidiaryan affiliate of Dreyfus, 200 Park Avenue,the Investment Adviser, located at 240 Greenwich Street, New York, New York 10166, serves10286, acts as custodian for the assets of each Fund’s transferFund.
BNY Mellon Transfer, Inc., an affiliate of the Investment Adviser, located at 240 Greenwich Street, New York, New York 10286, acts as Transfer Agent, Dividend-Paying Agent and dividend disbursing agent.Registrar for each Fund.
Voting Information
EachTo vote, you may use any of the following methods:
· | By Mail. Please complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope. |
· | Over the Internet. Have your proxy card available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website. |
· | By Telephone. Have your proxy card available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions. |
· | At the Meeting. Any shareholder who attends the Meeting virtually may vote over the Internet (see above) during the Meeting. |
For each Fund, the shareholders of all series and classes of shares of the Fund will bear its pro rata sharevote together as a single class to elect Nominees and the voting power of the costshares of soliciting proxies based oneach series and class of shares will be counted together in determining the net assetsresults of the Fund. In addition tovoting. Total voting power of a Fund taken as a whole is determined by the usenumber of shares outstanding (including fractional shares) of the mails, proxies may be solicited personally or by telephone, and each Fund may pay persons holding Fund shares in their names or thoseas of their nominees for their expenses in sending soliciting materials to their principals. Certain Funds may retain a proxy solicitor to assist in the solicitation of proxies primarily by contacting stockholders by telephone, which is expected to cost approximately $80,000 plus any out of pocket expenses, such cost to be borne pro rata among such Funds based on their net assets. Authorizations to execute proxies may be obtained 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 number directly to vote), the stockholder will be asked to provide his or her address and social security number (in the case of an individual) or taxpayer identification number (in the case of a non-individual) 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 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. Record Date.
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” the"for" a proposal. Any stockholder giving a proxy may revoke it at any time before it is exercised by submitting to the Fund a written notice of revocation or a subsequently executed proxy, by calling the toll-free telephone number or through the Internet, or by attending the Meeting and voting in person.
If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote or represents a broker “non-vote”"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 a Fund shares on a particular matter with respect to which the broker or nominee does not have a discretionary power) or is marked with an abstention (collectively, “abstentions”), the Fund
15
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. Abstentionsbusiness, but will not constitute a vote "for" a proposal and will have no effect on the result of the vote. However, because the Funds understand that a broker or nominee may exercise discretionary voting power with respect to the proposal to elect Board members, 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 Funds do not anticipate that there will be any "broker non-votes" at the Meeting.
If you hold shares of a Fund through a broker-dealer or other intermediary that has entered into a service agreement with the Fund or the Fund's distributor, such intermediary may be the record holder of your shares. At the Meeting, an intermediary will vote shares for which it receives instructions from its customers in accordance with those instructions. A signed proxy card or other authorization by a shareholder that does not specify how the shareholder's shares should be voted on the proposal may be deemed to authorize the intermediary to vote such shares in favor of the proposal.proposal to elect Board members. Depending on its policies, applicable law or contractual or other restrictions, an intermediary may be permitted to vote shares with respect to which it has not received voting instructions from its customers. In those cases, the intermediary may, but may not be required to, vote such shares in the same proportion as those shares for which the intermediary has received voting instructions. Because of this practice, a small number of shareholders could determine how a Fund votes, if other shareholders fail to vote.
If a quorum is not present at the Meeting, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies.
Shares of Dreyfus Variable Investment FundBNYMSIF and Dreyfus Stock Index Fund, Inc.BNYMVIF have been offered only to separate accounts established by insurance companies (“("Participating Insurance Companies”Companies") to fund variable annuity contracts and variable life insurance policies (collectively referred to as the “Policies”"Policies"). As the owner of all of the assets held in such separate accounts, the Participating Insurance Companies are the record owners of such Fund’sFund's shares. However, pursuant to applicable laws, Fund shares held in a separate account which are attributable to Policies will be voted by the relevant Participating Insurance Company in accordance with instructions received from the holders of the Policies (“Policyowners”("Policyowners"). Participating Insurance Companies have agreed to solicit instructions from Policyowners holding Fund shares in the relevant separate account as of the record date of the Meeting and to vote by proxy the shares at the Meeting according to such instructions. To be effective, voting instructions must be received by Participating Insurance Companies prior to the close of business on June 28, 2006.Tuesday October 10, 2023. Such instructions may be revoked at any time prior to the Meeting either by written notice of revocation or another voting instructions form delivered to the relevant Participating Insurance Company. Participating Insurance Companies will vote by proxy (i) Fund shares as to which no timely instructions are received, (ii) Fund shares owned exclusively by the relevant Participating Insurance Company or its affiliates and (iii) Fund shares held in the separate account representing charges imposed by the relevant Participating Insurance Company against the separate account for or against the relevant proposal in the same proportionproportions as the voting instructions received from Policyowners. Because of this practice, a small number of Policyowners could determine how each such Fund votes, if other Policyowners fail to provide voting instructions. Additional information regarding voting instruction rights is provided in the prospectus or statement of additional information for the Policies.
With respect to BNY Mellon Adviser-sponsored IRAs, the Individual Retirement Custodial Account Agreement governing the IRAs requires BNY Mellon, as the custodian of the IRAs, to vote Fund shares held in such IRAs in accordance with the IRA shareholder's instructions. BNY Mellon will solicit instructions from such IRA shareholders. To be effective, voting instructions must be received prior to the close of business on Tuesday October 10, 2023. However, if no voting instructions are received, BNY Mellon will vote the IRA shares in the same proportions as it votes the shares for which properly conveyed instructions are timely received from other BNY Mellon Adviser-sponsored IRA shareholders. Because of this practice, a small number of shareholders could determine how the Fund votes, if other shareholders fail to vote.
16
The cost of preparing, printing and mailing this combined proxy statement and the attached Notice of Special Meeting of Shareholders and the accompanying proxy card(s), as well as the costs associated with the proxy solicitation, which is estimated to total approximately $1,205,960, will be borne by the Funds. These costs are estimated to range from $6,400 to $213,530 for the Funds and are set forth for each Fund on Schedule 4. Solicitation may be made by officers or employees of BNY Mellon Adviser, or by dealers and their representatives. In addition to the use of the mail, proxies may be solicited personally or by telephone, and the Funds or BNY Mellon Adviser may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals. The Funds will retain Equiniti Fund Solutions, LLC (the "Proxy Solicitor") to assist in the solicitation of proxies, primarily by contacting shareholders by telephone. The cost of the Proxy Solicitor is estimated to be approximately $31,400, which amount is included in the estimated total expenses listed above.
Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity. In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free telephone number directly to vote), the shareholder will be asked to provide or confirm certain identifiable information and to confirm that the shareholder has received the Funds' combined proxy statement and proxy card(s). Within 72 hours of receiving such telephonic or electronically transmitted voting instructions from a shareholder, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation. Any Fund shareholder giving a proxy by telephone or electronically may revoke it at any time before it is exercised by sending a written notice of revocation to the proxy tabulator at the address listed on the proxy card, by submitting a new proxy to the Fund or by attending the Meeting and voting virtually.
With respect to BNYMAD, BNYMAF, BNYMIF, BNYMIF V, BNYMMIF, BNYMNJMBF, BNYMRGF, BNYMSIF, BNYMWGF, GMMF and GMMMF, 33-1/3% of the Fund's shares entitled to vote constitutes a quorum for the transaction of business at the Meeting. With respect to BNYMIF VI, BNYMVIF, BNYMNYAFMBF, BNYMOMSF and GNYMMMF, 30% of the Fund's shares entitled to vote constitutes a quorum for the transaction of business 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 for a Fund, the persons named as proxies may propose one or more adjournments of the Meeting with respect to that Fund to permit further solicitation of proxies. Any adjournment will require the affirmative vote of a majority of those shares represented at the Meeting virtually or by proxy.
OTHER MATTERS
No Fund’sEach Fund's Board is not aware of any other mattersmatter which may come before the Meeting. However, should any such mattersmatter with respect to one or more Funds properly come before the Meeting, it is the intention of the persons named in the accompanying formforms of proxy to vote the proxy in accordance with their judgment on such matters.matter.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEESAND THEIR NOMINEESNone of the Funds hold annual meetings of shareholders. Any shareholder proposal for inclusion in a proxy statement for a Fund's next shareholder meeting subsequent to this Meeting, if any, must be received by the Fund's Secretary at the offices of the Fund, 240 Greenwich Street, New York, New York 10286, in a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting. Under the proxy rules of the Securities and Exchange Commission, shareholder proposals meeting requirements contained in those rules may, under certain conditions, be included in a Fund's proxy materials for a particular meeting of shareholders. One of these conditions relates to the timely receipt by the Fund of any such proposal. The fact that a Fund receives a shareholder proposal in a timely manner does not,
Please advise
17
however, ensure its inclusion in the appropriate Fund,Fund's proxy materials since there are other requirements in care of Dreyfus Transfer, Inc., P.O. Box 9263, Boston, Massachusetts 02205-8501, whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of this Proxy Statement and other soliciting material youproxy rules relating to such inclusion.
Shareholders who wish to receive in order to supply copiescommunicate with Board Members should send communications to the beneficial ownersattention of shares.the Secretary of the Fund, c/o BNY Mellon Investment Adviser Legal Department, 240 Greenwich Street, New York, New York 10286, and communications will be directed to the Board Member or Board Members indicated in the communication or, if no Board Member or Board Members are indicated, to the Chairman of the Board.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERSSHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING(S) IN PERSONMEETING VIRTUALLY ARE URGED TO COMPLETE, SIGN, DATE AND RETURNEACH ENCLOSED PROXY CARDCARD(S) IN THE ENCLOSED STAMPED ENVELOPE.ENVELOPE OR OTHERWISE VOTE PROMPTLY.
Dated: May 12, 2006August 14, 2023
18
SCHEDULE 1
The following is a list of times at which each Fund’sFund's meeting will be held. With respect to those Funds that are series funds, the list also identifies each such Fund’s series.
Name of Fund/Series | Time of Shareholder Meeting |
BNY Mellon Advantage Funds, Inc. | 9:30 a.m. |
BNY Mellon Dynamic Total Return Fund | |
BNY Mellon Dynamic Value Fund (BNYMDVF) | |
BNY Mellon Global Dynamic Bond Income Fund | |
BNY Mellon Global Real Return Fund | |
BNY Mellon Opportunistic Midcap Value Fund | |
BNY Mellon Opportunistic Small | |
BNY Mellon Technology Growth Fund | |
BNY Mellon Appreciation Fund, | 10:30 a.m. |
BNY Mellon Index Funds, Inc. | 9:30 a.m. |
BNY Mellon International Stock Index Fund | |
BNY Mellon S&P 500 Index Fund | |
BNY Mellon Smallcap Stock Index Fund | |
BNY Mellon Investment Funds V, Inc. | 9:30 a.m. |
BNY Mellon Diversified International Fund (BNYMDIF) | |
BNY Mellon Developed Markets Real Estate Securities Fund (BNYMDMRESF) | |
BNY Mellon Large Cap Equity Fund (BNYMLCEF) | |
BNY Mellon Investment Funds VI | 9:30 a.m. |
BNY Mellon Balanced Opportunity Fund (BNYMBOF) | |
BNY Mellon Midcap Index Fund, Inc. | 9:30 a.m. |
BNY Mellon New Jersey Municipal Bond Fund, Inc. | 9:30 a.m. |
BNY Mellon New York AMT-Free Municipal Bond Fund | 10:30 a.m. |
BNY Mellon Opportunistic Municipal Securities Fund | 10:30 a.m. |
BNY Mellon Research Growth Fund, Inc. | 9:30 a.m. |
BNY Mellon Stock Index Fund, Inc. | 9:30 a.m. |
BNY Mellon Variable Investment Fund | 9:30 a.m. |
Appreciation Portfolio (AP) | |
Opportunistic Small Cap Portfolio (OSCP) | |
Growth and Income Portfolio (GIP) | |
Government Money Market Portfolio (GMMP) | |
S-1
Name of Fund/Series | Time of |
BNY Mellon Worldwide Growth Fund, Inc. | 10:30 a.m. |
General Money Market Fund, Inc. | 10:30 a.m. |
Dreyfus Money Market Fund (DMMF) | |
General Municipal Money Market Funds, Inc. | 10:30 a.m. |
Dreyfus National Municipal Money Market Fund (DNMMMF) | |
General New York Municipal Money Market Fund | 10:30 a.m. |
Dreyfus New York Municipal Money Market Fund (DNYMMMF) | |
S-2
SCHEDULE 2
PERTAINING TO SHARE OWNERSHIP
Set forth below for each Fund is information as to the number of shares of the Fund outstanding and those stockholdersshareholders, if any, known by the Fund if any, to own of record or beneficially 5% or more of a class of the Fund’sFund's outstanding voting securities (including series thereof) as of AprilJuly 14, 2006. As2023.
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
BNY Mellon Advantage Funds, Inc. | |||
BNY Mellon Dynamic Total Return Fund (BNYMDTRF) | |||
BNYMDTRF – Class A 2,019,765.58 | American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 301,381.03 | 14.92% |
National Financial Services LLC Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 295,770.39 | 14.64% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 280,411.30 | 13.88% | |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Attention: Fund Administration 4800 Deer Lake Drive East- 3rd Floor Jacksonville, FL 32246-6484 | 248,927.76 | 12.32% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 206,397.22 | 10.22% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 163,657.16 | 8.10% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 128,475.15 | 6.36% | |
BNYMDTRF – Class C 330,062.80 | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 101,868.12 | 30.86% |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 73,915.70 | 22.39% | |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 51,311.26 | 15.55% |
S-3
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 31,522.71 | 9.55% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 25,437.42 | 7.71% | |
BNYMDTRF – Class I 5,267,545.72 | Merrill Lynch, Pierce, Fenner & Smith Incorporated Attention: Fund Administration 4800 Deer Lake Drive East- 3rd Floor Jacksonville, FL 32246-6484 | 1,278,629.71 | 24.27% |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 827,198.89 | 15.70% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 689,920.65 | 13.10% | |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 615,166.60 | 11.68% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 373,497.83 | 7.09% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 317,180.83 | 6.02% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 297,597.07 | 5.65% | |
BNYMDTRF – Class Y 109,785.14 | SEI Private Trust Company C/O Mellon Bank Attention: Mutual Fund Admin 1 Freedom Valley Drive Oaks, PA 19456-9989 | 50,423.44 | 45.93% |
VOYA Retirement Insurance and Annuity Company 1 Orange Way Windsor, CT 06095-4773 | 29,609.40 | 26.97% | |
National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 | 14,300.04 | 13.03% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 8,550.48 | 7.79% |
S-4
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Empower Financial Services Inc. 8515 East Orchard Road Greenwood Village, CO 80111 | 5,852.54 | 5.33% | |
BNY Mellon Dynamic Value Fund (BNYMDVF) | |||
BNYMDVF – Class A 24,978,189.38 | National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 2,730,968.72 | 10.93% |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 1,334,009.35 | 5.34% | |
UMB Bank N/A FBO Fiduciary For Various Retirement Programs 1 SW Security Benefit Place Topeka, KS 66636-1000 | 1,253,375.66 | 5.02% | |
BNYMDVF – Class C 877,190.11 | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 235,180.29 | 26.81% |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 167,516.73 | 19.10% | |
Raymond James Omnibus For Mutual Funds 880 Carillon Parkway Saint Petersburg, FL 33716-1102 | 91,494.98 | 10.43% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 79,788.10 | 9.10% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 55,894.66 | 6.37% | |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 54,826.09 | 6.25% | |
BNYMDVF – Class I 42,400,835.88 | American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 7,657,232.00 | 18.06% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 6,498,046.63 | 15.33% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 3,888,545.06 | 9.17% |
S-5
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 3,721,840.94 | 8.78% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 3,360,277.96 | 7.93% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 3,065,415.86 | 7.23% | |
Raymond James Omnibus For Mutual Funds 880 Carillon Parkway Saint Petersburg, FL 33716-1102 | 2,814,133.37 | 6.64% | |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 2,422,086.90 | 5.71% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 2,362,210.19 | 5.57% | |
BNYMDVF – Class Y 6,715,674.95 | JP Morgan Securities LLC For the Exclusive Benefit of Our Customers 4 Chase Metrotech Center Brooklyn, NY 11245-0003 | 2,711,650.84 | 40.38% |
SEI Private Trust Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989 | 1,956,685.28 | 29.14% | |
Peninsula Truck Lines Inc. 401k Retirement Plan P.O. Box 12765 Overland Park, KS 66282 | 466,528.03 | 6.95% | |
BNY Mellon Global Dynamic Bond Income Fund (BNYMGDBIF) | |||
BNYMGDBIF – Class A 656,596.78 | Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 308,309.71 | 46.96% |
Charles Schwab Trust Bank Cust USI Individual Retirement Arrangement Acct 2423 East Lincoln Drive Phoenix, AZ 85016-1215 | 277,904.44 | 42.32% | |
BNYMGDBIF – Class C 9,745.14 | BNY Mellon Corporation MBC Investments Corporation 301 Bellevue Parkway Wilmington, DE 19809-3705 | 7,266.78 | 74.57% |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 1,801.00 | 18.48% |
S-6
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
BNYMGDBIF – Class I 1,697,227.07 | State Street Bank & Trust Company FBO Various Retirement Plans Transamerica Retirement Solutions Harrison, NY 10528 | 539,604.95 | 31.79% |
Newton Investment Management North America, LLC 240 Greenwich Street – 6th Floor New York, NY 10007-2163 | 461,406.65 | 27.19% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 218,021.40 | 12.85% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 157,836.44 | 9.30% | |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 113,390.54 | 6.68% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 86,990.25 | 5.13% | |
BNYMGDBIF – Class Y 9,337,761.01 | SEI Private Trust Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989 | 5,474,454.33 | 58.63% |
BNY Mellon Yield Enhancement Strategy Fund BNY Mellon Investment Adviser, Inc. 2 Hanson Place – 11th Floor Brooklyn, NY 11217-4717 | 3,515,843.35 | 37.65% | |
BNY Mellon Global Real Return Fund (BNYMGRRF) | |||
BNYMGRRF – Class A 2,892,291.32 | Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 599,092.06 | 20.71% |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 395,983.31 | 13.69% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 367,951.25 | 12.72% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 360,880.84 | 12.48% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 266,777.24 | 9.22% | |
Michael W. Juster Tarrytown, NY | 211,848.15 | 7.32% |
S-7
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 155,867.10 | 5.39% | |
BNYMGRRF – Class C 1,702,579.52 | American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 481,816.36 | 28.30% |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 322,210.98 | 18.92% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 212,594.70 | 12.49% | |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Attention Fund Administration 4800 Deer Lake Drive East- 3rd Floor Jacksonville, FL 32246-6484 | 173,104.07 | 10.17% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 127,784.72 | 7.51% | |
Raymond James Omnibus For Mutual Funds 880 Carillon Parkway Saint Petersburg, FL 33716-1102 | 116,590.71 | 6.85% | |
BNYMGRRF – Class I 103,778,730.92 | American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 39,355,648.49 | 37.92% |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 11,264,969.22 | 10.85% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 11,026,005.58 | 10.62% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 6,043,645.69 | 5.82% | |
BNYMGRRF – Class Y 46,147,813.70 | SEI Private Trust Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989 | 33,335,543.46 | 72.24% |
MAC & Co Attention: Mutual Fund Ops P.O. Box 3198 Pittsburgh, PA 15230-3198 | 5,727,016.02 | 12.41% | |
BNY Mellon Opportunistic Midcap Value Fund (BNYMOMVF) |
S-8
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
BNYMOMVF – Class A 9,666,764.76 | National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 1,388,739.19 | 14.37% |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 688,392.61 | 7.12% | |
BNYMOMVF – Class C 230,032.32 | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 66,391.79 | 28.86% |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 60,256.95 | 26.19% | |
Stifel Nicolaus & Co Inc. Exclusive Benefit of Customers 501 N Broadway Saint Louis, MO 63102-2188 | 25,306.89 | 11.00% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 21,708.75 | 9.44% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 21,242.96 | 9.23% | |
BNYMOMVF – Class I 3,619,391.27 | National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 1,091,699.76 | 30.16% |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 593,585.28 | 16.40% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 322,335.35 | 8.91% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 215,806.13 | 5.96% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 214,713.80 | 5.93% | |
BNYMOMVF – Class Y 78,376.20 | Merrill Lynch, Pierce, Fenner & Smith Incorporated Attention: Fund Administration 4800 Deer Lake Drive East- 3rd Floor Jacksonville, FL 32246-6484 | 32,349.16 | 41.27% |
Empower Financial Services Inc. 8515 E Orchard Road Greenwood Village, CO 80111 | 20,681.19 | 26.39% |
S-9
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310-1995 | 14,260.07 | 18.19% | |
BNY Mellon Opportunistic Small Cap Fund (BNYMOSCF) | |||
BNYMOSCF – Investor Shares 7,860,903.05 | National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 998,073.40 | 12.70% |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 793,355.62 | 10.09% | |
BNYMOSCF – Class I 739,631.68 | American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 217,412.99 | 29.39% |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 134,666.32 | 18.21% | |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 128,402.89 | 17.36% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 124,540.71 | 16.84% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 42,704.43 | 5.77% | |
BNYMOSCF – Class Y 2,990,511.95 | SEI Private Trust Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989 | 2,556,804.24 | 85.50% |
Empower Trust FBO Empower Benefit Plans 8515 E Orchard Road Greenwood Village, CO 80111 | 419,302.85 | 14.02% | |
BNY Mellon Technology Growth Fund (BNYMTGF) | |||
BNYMTGF – Class A 6,350,835.39 | National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 702,638.98 | 11.06% |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 503,506.59 | 7.93% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 445,319.36 | 7.01% |
S-10
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Attention: Fund Administration 4800 Deer Lake Drive East- 3rd Floor Jacksonville, FL 32246-6484 | 375,126.22 | 5.91% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 375,047.58 | 5.91% | |
BNYMTGF – Class C 121,470.38 | American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 34,662.28 | 28.54% |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 31,260.74 | 25.74% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 15,575.26 | 12.82% | |
JP Morgan Securities LLC For the Exclusive Benefit of Our Customers 4 Chase Metrotech Center Brooklyn, NY 11245-0003 | 12,284.80 | 10.11% | |
Charles Schwab & Co. Inc. Special Custody Acct FBO Customers Attention: Mutual Funds 211 Main St San Francisco, CA 94105-1905 | 10,845.93 | 8.93% | |
BNYMTGF – Class I 354,860.17 | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 80,062.90 | 22.56% |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 37,317.25 | 10.52% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 27,586.27 | 7.77% | |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 22,989.24 | 6.48% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 21,854.12 | 6.16% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 21,268.69 | 5.99% |
S-11
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Mid Atlantic Clearing & Settle 1251 Waterfront Place Suite 510 Pittsburgh, PA 15222 | 20,844.58 | 5.87% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 19,614.09 | 5.53% | |
Raymond James Omnibus For Mutual Funds 880 Carillon Parkway Saint Petersburg, FL 33716-1102 | 19,140.57 | 5.39% | |
BNYMTGF – Class Y 216.64 | BNY Mellon Corporation MBC Investments Corporation 301 Bellevue Parkway Wilmington, DE 19809-3705 | 216.64 | 100.00% |
BNY Mellon Appreciation Fund, Inc. | |||
Fund – Investor Shares 41,141,364.47 | National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310 | 6,801,202.78 | 16.53% |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 3,637,022.15 | 8.84% | |
Fund – Class I 8,384,520.73 | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 1,422,979.95 | 16.97% |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 1,179,874.73 | 14.07% | |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Attention Fund Administration 4800 Deer Lake Drive East- 3rd Floor Jacksonville, FL 32246-6484 | 1,066,942.46 | 12.73% | |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 941,960.98 | 11.23% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 828,030.01 | 9.88% | |
Raymond James Omnibus For Mutual Funds 880 Carillon Parkway Saint Petersburg, FL 33716-1102 | 727,638.88 | 8.68% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 594,150.55 | 7.09% |
S-12
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 580,440.96 | 6.92% | |
Fund – Class Y 4,735,533.45 | Edward D Jones & Co For The Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3710 | 2,444,619.31 | 51.62% |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 792,939.23 | 16.74% | |
National Financial Services LLC 499 Washington Boulevard Jersey City, NJ 07310-1995 | 655,224.79 | 13.84% | |
Merrill Lynch, Pierce, Fenner & Smith Incorporated 4800 Deer Lake Drive East 3rd Floor Jacksonville, FL 32246-6484 | 419,343.37 | 8.86% | |
Matrix Trust Company Cust. FBO Various Clients 717 17th Street Suite 1300 Denver, CO 80202-3304 | 250,429.65 | 5.29% | |
BNY Mellon Index Funds, Inc. | |||
BNY Mellon International Stock Index Fund (BNYMISIF) | |||
BNYMISIF – Investor Shares 12,139,527.84 | VALIC Retirement Services Co. 2929 Allen Parkway A6-20 Houston, TX 77019-7117 | 4,197,209.65 | 34.57% |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 2,932,043.84 | 24.15% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 1,053,397.60 | 8.68% | |
BNYMISIF – Class I 6,133,010.25 | SEI Private Trust Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989 | 4,588,391.87 | 74.81% |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 508,912.23 | 8.30% | |
VALIC Retirement Services Co. 2929 Allen Parkway A6-20 Houston, TX 77019-7117 | 343,635.04 | 5.60% | |
BNY Mellon S&P 500 Index Fund (BNYMS&P) |
S-13
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
BNYMS&P 41,099,777.25 | Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 6,259,298.98 | 15.23% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 4,488,645.53 | 10.92% | |
UMB Bank N/A FBO Fiduciary For Various Retirement Programs 1 SW Security Benefit Place Topeka, KS 66636-1000 | 2,981,080.71 | 7.25% | |
VALIC Retirement Services Co. 2929 Allen Parkway A6-20 Houston, TX 77019-7117 | 2,722,144.03 | 6.62% | |
Fidelity Investments Institutional Operations Co as Agent for Various Plans 100 Magellan Way Covington, KY 41015-1999 | 2,693,993.25 | 6.55% | |
Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 | 2,392,017.25 | 5.82% | |
BNY Mellon Smallcap Stock Index Fund (BNYMSSIF) | |||
BNYMSSIF – Investor Shares 39,058,371.86 | Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 12,573,654.99 | 32.19% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 9,467,723.19 | 24.24% | |
VALIC Retirement Services Co. 2929 Allen Parkway A6-20 Houston, TX 77019-7117 | 2,687,792.33 | 6.88% | |
BNYMSSIF – Class I 9,957,549.10 | Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 2,281,342.58 | 22.91% |
SEI Private Trust Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989 | 2,051,305.06 | 20.60% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 1,511,386.96 | 15.18% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 1,036,207.73 | 10.41% |
S-14
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 618,986.21 | 6.22% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 598,095.17 | 6.01% | |
BNY Mellon Investment Funds V, Inc. | |||
BNY Mellon Diversified International Fund (BNYMDIF) | |||
BNYMDIF – Class A 608,873.76 | Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 294,559.16 | 48.38% |
Charles Schwab Trust Bank Co Cust 2423 East Lincoln Drive Phoenix, AZ 85016-1215 | 68,641.43 | 11.27% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 49,987.04 | 8.21% | |
Charles Schwab Trust Bank Cust FBO Various Clients 2423 East Lincoln Drive Phoenix, AZ 85016-1215 | 44,179.44 | 7.26% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 41,934.19 | 6.89% | |
BNYMDIF – Class C 3,367.39 | UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 1,957.25 | 58.12% |
BNY Mellon Corporation MBC Investments Corporation 301 Bellevue Parkway Wilmington, DE 19809-3705 | 772.80 | 22.95% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 562.06 | 16.69% | |
BNYMDIF – Class I 1,635,037.21 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 492,894.00 | 30.15% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 302,993.66 | 18.53% |
S-15
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 250,649.91 | 15.33% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 104,641.86 | 6.40% | |
Smithfield Trust Company 20 Stanwix Street Suite 650 Pittsburgh, PA 15222 | 97,741.97 | 5.98% | |
BNYMDIF – Class Y 18,151,464.32 | SEI Private Trust Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989 | 18,151,345.37 | 99.99% |
BNY Mellon Developed Markets Real Estate Securities Fund (BNYMDMRESF) | |||
BNYMDMRESF – Class A 1,262,922.96 | Nationwide Trust Company FSB C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 | 725,569.54 | 57.45% |
Charles Schwab Trust Bank Cust FBO Various Clients 2423 East Lincoln Drive Phoenix, AZ 85016-1215 | 69,706.95 | 5.52% | |
BNYMDMRESF – Class C 55,090.36 | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 22,602.21 | 41.03% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 12,748.49 | 23.14% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 6,089.45 | 11.05% | |
Raymond James Omnibus For Mutual Funds 880 Carillon Parkway Saint Petersburg, FL 33716-1102 | 5,455.06 | 9.90% | |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 3,600.24 | 6.54% | |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 2,827.73 | 5.13% |
S-16
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
BNYMDMRESF – Class I 4,935,659.18 | National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 2,524,560.83 | 51.15% |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 1,016,508.43 | 20.60% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 490,732.30 | 9.94% | |
BNYMDMRESF – Class Y 34,191,392.18 | SEI Private Trust Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989 | 32,906,119.57 | 96.24% |
BNY Mellon Large Cap Equity Fund (BNYMLCEF) | |||
BNYMLCEF – Class A 941,197.86 | Merrill Lynch, Pierce, Fenner & Smith Incorporated Attention: Fund Administration 4800 Deer Lake Drive East- 3rd Floor Jacksonville, FL 32246-6484 | 73,457.16 | 7.80% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 71,853.34 | 7.63% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 63,763.79 | 6.77% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 62,622.41 | 6.65% | |
BNYMLCEF – Class C 21,882.63 | The Bank Of New York Mellon Cust Rollover IRA FBO Joyce Lipsky Santana Washington Township, NJ | 7,248.82 | 33.13% |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 4,665.07 | 21.32% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 3,211.16 | 14.67% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 1,773.36 | 8.10% | |
The Bank Of New York Mellon Cust Rollover IRA FBO Robert J. Sacca Accord, NY | 1,504.39 | 6.87% | |
BNYMLCEF – Class I 3,692,461.45 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 484,846.21 | 13.13% |
S-17
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 428,367.12 | 11.60% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 380,116.10 | 10.29% | |
BNYMLCEF – Class Y 18,906,599.19 | SEI Private Trust Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989 | 18,904,309.52 | 99.99% |
BNY Mellon Investment Funds VI | |||
BNY Mellon Balanced Opportunity Fund (BNYMBOF) | |||
BNYMBOF – Class A 9,890,194.79 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 1,699,633.43 | 17.19% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 778,779.60 | 7.87% | |
BNYMBOF – Class C 396,198.10 | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 144,708.83 | 36.52% |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 111,255.81 | 28.08% | |
Raymond James Omnibus For Mutual Funds 880 Carillon Parkway Saint Petersburg, FL 33716-1102 | 60,533.74 | 15.28% | |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 22,250.77 | 5.62% | |
BNYMBOF – Class I 520,154.84 | American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 135,575.04 | 26.06% |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 93,914.30 | 18.06% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 45,057.22 | 8.66% | |
Southwest Gas Corp Foundation 8360 South Durango Drive Las Vegas, NV 89113-4444 | 39,397.98 | 7.57% |
S-18
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Attention: Fund Administration 4800 Deer Lake Drive East- 3rd Floor Jacksonville, FL 32246-6484 | 31,776.37
| 6.11% | |
BNYMBOF – Class J 522,303.76 | Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 68,878.88 | 13.19% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 32,897.27 | 6.30% | |
The Bank Of New York Mellon Cust Rollover IRA FBO Kim Grimmer Madison, WI | 28,921.66 | 5.54% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 26,749.42 | 5.12% | |
BNYMBOF – Class Y 484.75 | BNY Mellon Corporation MBC Investments Corporation 301 Bellevue Parkway Wilmington, DE 19809-3705 | 484.75 | 100.00% |
BNYMBOF – Class Z 1,355,100.97 | Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 | 175,931.51 | 12.98% |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 129,861.11 | 9.58% | |
BNY Mellon Midcap Index Fund, Inc. | |||
Fund – Investor Shares 45,031,721.97 | Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 10,405,034.54 | 23.11% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 7,646,115.22 | 16.98% | |
VALIC Retirement Services Co. 2929 Allen Parkway A6-20 Houston, TX 77019-7117 | 5,793,740.17 | 12.87% | |
Fund – Class I 10,892,957.72 | SEI Private Trust Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989 | 5,561,819.20 | 51.06% |
S-19
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 2,330,528.71 | 21.39% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 1,017,373.49 | 9.34% | |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 886,283.14 | 8.14% | |
BNY Mellon New Jersey Municipal Bond Fund, Inc. | |||
Fund – Class A 21,415,607.86 | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 1,265,412.33 | 5.91% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 1,078,898.15 | 5.04% | |
Fund – Class C 57,995.68 | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 20,957.72 | 36.14% |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 19,082.27 | 32.90% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 5,823.80 | 10.04% | |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 5,236.37 | 9.03% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 4,250.70 | 7.33% | |
Fund – Class I 1,694,254.01 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 500,194.26 | 29.52% |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 237,044.51 | 13.99% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 189,404.33 | 11.18% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 167,771.50 | 9.90% |
S-20
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 165,193.51 | 9.75% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 139,701.24 | 8.25% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 110,507.72 | 6.52% | |
Fund – Class Y 78.31 | BNY Mellon Corporation MBC Investments Corporation 301 Bellevue Parkway Wilmington, DE 19809-3705 | 78.31 | 100.00% |
Fund – Class Z 6,124,145.48 | National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 354,992.48 | 5.80% |
BNY Mellon New York AMT-Free Municipal Bond Fund | |||
Fund – Class A 14,636,417.65 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 2,454,074.37 | 16.77% |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 771,920.79 | 5.27% | |
Fund – Class C 226,714.96 | American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 90,936.69 | 40.11% |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 47,003.34 | 20.73% | |
JP Morgan Securities LLC For the Exclusive Benefit of Our Customers 4 Chase Metrotech Center Brooklyn, NY 11245-0003 | 33,518.90 | 14.78% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 17,017.84 | 7.51% | |
Stifel Nicolaus & Co Inc. Exclusive Benefit of Customers 501 N Broadway Saint Louis, MO 63102-2188 | 14,800.89 | 6.53% | |
Raymond James Omnibus for Mutual Funds 880 Carillon Parkway Saint Petersburg, FL 33716-1102 | 12,266.66 | 5.41% | |
Fund – Class I 2,514,935.72 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 791,257.82 | 31.46% |
S-21
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 388,358.12 | 15.44% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 331,535.21 | 13.18% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 243,307.58 | 9.67% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 240,279.15 | 9.55% | |
Fund – Class Y 68.49 | BNY Mellon Corporation MBC Investments Corporation 301 Bellevue Parkway Wilmington, DE 19809-3705 | 68.49 | 100.00% |
BNY Mellon Opportunistic Municipal Securities Fund | |||
Fund – Class A 12,755,918.21 | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 2,189,402.86 | 17.16% |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 1,588,739.51 | 12.45% | |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 1,044,974.76 | 8.19% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 698,504.04 | 5.48% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 670,438.08 | 5.26% | |
Fund – Class C 333,907.35 | American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 115,772.61 | 34.67% |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 87,747.63 | 26.28% | |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 37,860.23 | 11.34% |
S-22
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 36,592.09 | 10.96% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 21,408.36 | 6.41% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 17,026.80 | 5.10% | |
Fund – Class I 15,145,356.52 | American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 8,114,587.27 | 53.58% |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 1,881,222.37 | 12.42% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 1,322,152.16 | 8.73% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 1,193,531.46 | 7.88% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 964,441.48 | 6.37% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 876,398.13 | 5.79% | |
Fund – Class Y 3,146.83 | BNY Mellon Corporation MBC Investments Corporation 301 Bellevue Parkway Wilmington, DE 19809-3705 | 3,146.83 | 100.00% |
Fund – Class Z 10,934,535.25 | Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 829,583.81 | 7.59% |
BNY Mellon Research Growth Fund, Inc. | |||
Fund – Class A 40,466,969.67 | Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 4,180,463.77 | 10.33% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 3,358,247.49 | 8.30% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 3,338,573.49 | 8.25% |
S-23
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 2,572,623.46 | 6.36% | |
Fund – Class C 377,399.62 | Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 54,387.31 | 14.41% |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 51,931.90 | 13.76% | |
Reliance Trust Co FBO National Advisors RR P.O. Box 78446 Atlanta, GA 30357 | 48,201.17 | 12.77% | |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Attention Fund Administration 4800 Deer Lake Drive East- 3rd Floor Jacksonville, FL 32246-6484 | 45,572.05 | 12.08% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 42,490.99 | 11.26% | |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 20,504.47 | 5.43% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 19,118.10 | 5.07% | |
Fund – Class I 10,996,429.05 | Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 2,126,497.64 | 19.34% |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Attention Fund Administration 4800 Deer Lake Drive East- 3rd Floor Jacksonville, FL 32246-6484 | 1,551,840.74 | 14.11% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 1,454,809.97 | 13.23% | |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 1,402,476.07 | 12.75% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 737,787.41 | 6.71% |
S-24
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 737,760.46 | 6.71% | |
UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 595,244.91 | 5.41% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 563,897.37 | 5.13% | |
Fund – Class Y 5,858,408.49 | SEI Private Trust Mutual Fund Administrator One Freedom Valley Drive Oaks, PA 19456-9989 | 2,801,764.71 | 47.82% |
MAC & Co C/O The Bank of New York Mellon 500 Grant Street Pittsburgh, PA 15258 | 1,595,195.00 | 27.23% | |
Merrill Lynch, Pierce, Fenner & Smith Incorporated Attention Fund Administration 4800 Deer Lake Drive East- 3rd Floor Jacksonville, FL 32246-6484 | 1,167,508.78 | 19.93% | |
Fund – Class Z 35,161,751.48 | NONE | ||
BNY Mellon Stock Index Fund, Inc. | |||
Fund – Initial Shares 42,353,133.70 | Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 | 27,488,027.05 | 64.90% |
American Fidelity SECS Inc. 9000 Cameron Parkway Oklahoma City. OK 73114 | 4,145,369.21 | 9.79% | |
Delaware Life Insurance Company Attention: Revenue Sharing 1601 Trapelo Road Suite 30 Waltham, MA 02451 | 2,342,638.97 | 5.53% | |
Fund – Service Shares 870,799.87 | Annuity Investors Life Insurance Co. Attention: Variable Annuity Department P.O. Box 5423 Cincinnati, OH 45201-5423 | 431,319.94 | 49.53% |
Symetra Life Insurance Co. Attention: RS Accounting P.O. Box 305156 Nashville, TN 37230-5156 | 277,339.26 | 31.85% | |
Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 | 114,646.53 | 13.17% | |
BNY Mellon Variable Investment Fund |
S-25
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Appreciation Portfolio (AP) | |||
AP – Initial Shares 4,748,046.50 | Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 | 1,484,132.50 | 31.26% |
Transamerica Financial Life 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 | 507,296.96 | 10.68% | |
Annuity Investors Life Insurance Co. Attention: Variable Annuity Department P.O. Box 5423 Cincinnati, OH 45201-5423 | 392,312.40 | 8.26% | |
Great West Life & Annuity 8515 East Orchid Road Mail Stop 2T2 Englewood, CO 80111 | 329,770.80 | 6.95% | |
Farm Bureau Life Insurance Co. 5400 University Avenue West Des Moines, IA 50266-5950 | 289,343.35 | 6.09% | |
Kansas City Life Insurance Co. P.O. Box 219139 Kansas City, MO 64121-9139 | 285,511.82 | 6.01% | |
AP – Service Shares 1,241,071.77 | Ohio National Life Insurance Co. P.O. Box 237 One Financial Way (45242) Cincinnati, OH 45201-0237 | 645,551.10 | 52.02% |
Pacific Life Insurance Company 700 Newport Center Drive Newport Beach, CA 92660 | 196,614.99 | 15.84% | |
Security Distributors, Inc. FBO SBL Advisor Designs -NAVISYS Unbundled Variable 1 SW Security Benefit Place Topeka, KS 66636-1000 | 177,046.76 | 14.27% | |
Principal SEC Inc. (Retirement) Life Insurance Attn: Broker Dealer Services P.O. Box 14597 Des Moines, IA 50306-3597 | 108,158.00 | 8.71% | |
Government Money Market Portfolio (GMMP) | |||
GMMP 287,964,348.39 | Lombard International Life Assurance Company One Liberty Place 1650 Market Street – 8th Floor Philadelphia, PA 19103-7323 | 222,822,574.16 | 77.38% |
Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 | 31,010,695.31 | 10.77% | |
Growth and Income Portfolio (GIP) | |||
GIP – Initial Shares 3,004,845.46 | Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 | 1,164,201.60 | 38.74% |
S-26
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 | 576,369.49 | 19.18% | |
Transamerica Financial Life 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 | 382,953.68 | 12.74% | |
Modern Woodmen Product Valuation 5801 SW 6th Avenue Topeka, KS 66636-1001 | 221,969.81 | 7.39% | |
Protective Life Insurance Co 2801 Highway 280 South Birmingham, AL 35223 | 213,478.69 | 7.10% | |
Annuity Investors Life Insurance Co. Attention: Variable Annuity Department P.O. Box 5423 Cincinnati, OH 45201-5423 | 162,058.07 | 5.39% | |
GIP – Service Shares 134,957.08 | Transamerica Life Insurance Co. Separate Account VA-2L 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 119,526.01 | 88.57% |
Transamerica Life Insurance Co. Separate Account VA-2LNY 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 15,431.07 | 11.43% | |
Opportunistic Small Cap Portfolio (OSCP) | |||
OSCP – Initial Shares 6,527,173.34 | American Fidelity SECS Inc. 9000 Cameron Parkway Oklahoma City, OK 73114 | 2,835,450.93 | 43.44% |
Nationwide Life Insurance Company C/O IPO Portfolio Accounting P.O. Box 182029 Columbus, OH 43218-2029 | 750,693.14 | 11.50% | |
American General Life Insurance Co. 2727A Allen Parkway Houston, TX 77019-2116 | 619,939.87 | 9.50% | |
Modern Woodmen Product Valuation 5801 Southwest 6th Avenue Topeka, KS 66636-1001 | 557,370.82 | 8.54% | |
Transamerica Life Insurance Co. 4333 Edgewood Road NE Cedar Rapids, IA 52499-0001 | 493,624.22 | 7.56% | |
OSCP – Service Shares 477,311.26 | Farmers New World Life Insurance Co. Separate Accounts 3120 139th Avenue SE Suite 300 Bellevue, WA 98007 | 288,068.17 | 60.35% |
S-27
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Principal SEC Inc. (Retirement) Attention: Broker Dealer Services P.O. Box 14597 Des Moines, IA 50306-3597 | 128,478.48 | 26.92% | |
Transamerica Life Insurance Co. Separate Account VA-2L 4333 Edgewood Road NE MS 4410 Cedar Rapids, IA 52499-0001 | 39,922.97 | 8.36% | |
BNY Mellon Worldwide Growth Fund, Inc. | |||
Fund – Class A 9,480,502.82 | Merrill Lynch, Pierce, Fenner & Smith, Incorporated Attention: Fund Administration 4800 Deer Lake Drive East 3rd Floor Jacksonville, FL 32246-6484 | 1,150,178.88 | 12.13% |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 883,860.14 | 9.32% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 616,190.99 | 6.50% | |
LPL Financial Corporation 4707 Executive Drive San Diego, CA 92121-3091 | 601,335.74 | 6.34% | |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 585,532.39 | 6.18% | |
Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 580,710.12 | 6.13% | |
Charles Schwab & Company Inc. 211 Main Street San Francisco, CA 94105 | 489,008.43 | 5.16% | |
Fund – Class C 406,760.94 | Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 198,385.85 | 48.77% |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 37,351.83 | 9.18% | |
Stifel Nicolaus & Co Inc. Exclusive Benefit of Customers 501 N Broadway Saint Louis, MO 63102-2188 | 32,629.65 | 8.02% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 25,940.77 | 6.38% |
S-28
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
American Enterprise Investment Services Minneapolis, MN 55402-2405 | 20,764.46 | 5.10% | |
Raymond James Omnibus For Mutual Funds 880 Carillon Parkway Saint Petersburg, FL 33716-1102 | 20,686.37 | 5.09% | |
Fund – Class I 5,881,191.68 | State Street Bank & Trust As Trustee FBO Westinghouse Electric Company Savings Plan 801 Pennsylvania Avenue Kansas City, MO 64105-1307 | 883,008.74 | 15.01% |
Morgan Stanley Smith Barney LLC For the Exclusive Benefit of its Customers 1 New York Plaza 12th Floor New York, NY 10004-1901 | 726,408.81 | 12.35% | |
National Financial Services LLC For Exclusive Benefit of Our Customers Attention: Mutual Funds Department 4th Floor 499 Washington Boulevard Jersey City, NJ 07310-1995 | 670,417.69 | 11.40% | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 586,346.83 | 9.97% | |
American Enterprise Investment Services 707 Second Avenue South Minneapolis, MN 55402-2405 | 553,986.97 | 9.42% | |
LPL Financial 4707 Executive Drive San Diego, CA 92121-3091 | 442,891.40
| 7.53% | |
Merrill Lynch, Pierce, Fenner & Smith, Incorporated Attention: Fund Administration 4800 Deer Lake Drive East 3rd Floor Jacksonville, FL 32246-6484 | 373,510.28 | 6.35% | |
Fund – Class Y 853,361.78 | Edward D. Jones & Co. For The Benefit of Customers 12555 Manchester Road Saint Louis, MO 63131-3710 | 497,145.50 | 58.26% |
Merrill Lynch, Pierce, Fenner & Smith, Incorporated Attention: Fund Administration 4800 Deer Lake Drive East - 3rd Floor Jacksonville, FL 32246-6484 | 80,117.15 | 9.39% | |
Centennial Bank Trust P.O. Box 7514 Jonesboro, AR 72403 | 72,869.77 | 8.54% | |
Fidelity Investments Institutional Operations Co as Agent for Various Plans 100 Magellan Way Covington, KY 41015-1999 | 61,695.93 | 7.23% |
S-29
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
Empower Financial Services Inc. 8515 E Orchard Road Greenwood Village, CO 80111 | 45,090.44 | 5.28% | |
General Money Market Fund, Inc. | |||
Dreyfus Money Market Fund (DMMF) | |||
DMMF – Premier Shares 260,164,929.03 | Manufacturers & Traders Trust Co 1 M&T Plaza Buffalo, NY 14203-2399 | 143,496,679.27 | 55.16% |
Pershing LLC Attn Cash Management Department 1 Pershing Plaza Jersey City, NJ 07399-0001 | 77,213,577.41 | 29.68% | |
DMMF – Service Shares 1,314,688,629.19 | Pershing LLC Attention: Cash Management Department 1 Pershing Plaza Jersey City, NJ 07399-0002 | 1,268,056,524.52 | 96.45% |
DMMF – Wealth Shares 690,390,732.66 | Pershing LLC Attention: Cash Management Department 1 Pershing Plaza Jersey City, NJ 07399-0001 | 194,968,664.83 | 28.24% |
General Municipal Money Market Funds, Inc. | |||
Dreyfus National Municipal Money Market Fund (DNMMMF) | |||
DNMMMF – Premier Shares 50,167,974.17 | Wells Fargo Clearing Services 2801 Market Street Saint Louis, MO 63103-2523 | 35,302,218.92 | 70.37% |
Pershing LLC Attention: Cash Management Department 1 Pershing Plaza Jersey City, NJ 07399-0001 | 4,099,789.23 | 8.17% | |
Gary Schwartz & Lynn Schwartz Hanover, NH | 2,927,673.59 | 5.84% | |
Don H Rimsky Ardsley On Hudson, NY | 2,884,306.29 | 5.75% | |
Maril & Co FBO 8M C/O Reliance Trust Co WI 4900 W Brown Deer Road Milwaukee, WI 53223-2422 | 2,737,417.66 | 5.46% | |
DNMMMF – Service Shares 159,296,693.74 | Janney Montgomery Scott LLC 1717 Arch Street Philadelphia, PA 19103-2713 | 103,082,541.05 | 64.71% |
Pershing LLC Attention: Cash Management Department 1 Pershing Plaza Jersey City, NJ 07399-0001 | 52,497,674.33 | 32.96% |
S-30
Name of Fund/Series/Class and Number of Shares Outstanding | Name and Address of | Number of Shares Owned | Percent of Shares Held |
DNMMMF – Wealth Shares 477,646,775.77 | Pershing LLC Attention: Cash Management Department 1 Pershing Plaza Jersey City, NJ 07399-0001 | 388,527,848.92 | 81.34% |
General New York Municipal Money Market Fund | |||
Dreyfus New York Municipal Money Market Fund (DNYMMMF) | |||
DNYMMMF – Premier Shares 22,243,963.02 | UBS WM USA Special Custody Account Exclusive Benefit of Customers 1000 Harbor Boulevard Weehawken, NJ 07086-6761 | 12,743,327.99 | 57.29% |
Mitchell S. Bernard & Adrienne W Bernard New York, NY | 5,108,257.33 | 22.96% | |
John T Griffin & Gail Griffin New City, NY | 2,108,797.23 | 9.48% | |
Pershing LLC Attention: Cash Management Department 1 Pershing Plaza Jersey City, NJ 07399-0001 | 2,071,099.97 | 9.31% | |
DNYMMMF – Service Shares 9,234,649.09 | BNY Mellon N.A. FBO Bank Custody Solution 1 Pershing Plaza Jersey City, NJ 07399-0001 | 5,112,548.27 | 55.36% |
Pershing LLC Attention: Cash Management Department 1 Pershing Plaza Jersey City, NJ 07399-0001 | 4,062,514.27 | 43.99% | |
DNYMMMF – Wealth Shares 92,077,115.58 | Pershing LLC Attention: Cash Management Department 1 Pershing Plaza Jersey City, NJ 07399-0001 | 31,176,173.00 | 33.86% |
Larry A Wohl New York, NY | 15,922,793.22 | 17.29% |
S-31
SCHEDULE 3
| Date of Audit Committee and Board Meeting to Approve/Ratify EY |
BNY Mellon Advantage Funds, Inc. | |
BNYMDVF | 07/25/23 |
BNYMOMVF | 07/25/23 |
BNYMOSCF | 07/25/23 |
BNYMTGF | 07/25/23 |
BNYMDTRF | 11/15/2022 |
BNYMGDBIF | 11/15/2022 |
BNYMGRRF | 11/15/2022 |
BNY Mellon Index Funds, Inc. | |
BNYMISIF | 11/15/2022 |
BNYMS&P | 11/15/2022 |
BNYMSSIF | 11/15/2022 |
BNY Mellon Investment Funds V, Inc. | |
BNYMDIF | 11/15/2022 |
BNYMDMRESF | 11/15/2022 |
BNYMLCEF | 11/15/2022 |
BNY Mellon Investment Funds VI | |
BNYMBOF | 11/15/2022 |
BNY Mellon Midcap Index Fund, Inc. | 11/15/2022 |
BNY Mellon New Jersey Municipal Bond Fund, Inc. | 11/15/2022 |
BNY Mellon Research Growth Fund, Inc. | 03/14/2023 |
BNY Mellon Stock Index Fund, Inc. | 11/15/2022 |
BNY Mellon Variable Investment Fund | |
AP | 11/15/2022 |
GMMP | 11/15/2022 |
GIP | 11/15/2022 |
OSCP | 11/15/2022 |
BNY Mellon Appreciation Fund, Inc. | 11/16/2022 |
BNY Mellon New York AMT-Free Municipal Bond Fund | 11/16/2022 |
BNY Mellon Opportunistic Municipal Securities Fund | 03/16/2023 |
BNY Mellon Worldwide Growth Fund, Inc. | 11/16/2022 |
General Money Market Fund, Inc. | |
DMMF | 11/16/2022 |
General Municipal Money Market Funds, Inc. | |
DNMMMF | 11/16/2022 |
General New York Municipal Money Market Fund | |
DNYMMMF | 11/16/2022 |
S-32
SCHEDULE 4
The following is the estimated cost of April 14, 2006, each Fund’s current Board memberspreparing, printing, and officers,mailing this combined proxy statement and the attached Notice of Special Meeting of Shareholders and the accompanying proxy card(s), as a group, owned less than 1% ofwell as the Fund’s outstanding shares.costs associated with the proxy solicitation.
Cost | |
Name of Fund/Series | |
BNY Mellon Advantage Funds, Inc. | |
BNYMDVF | $137,080 |
BNYMOMVF | $20,835 |
BNYMOSCF | $16,970 |
BNYMTGF | $24,580 |
BNYMDTRF | $13,810 |
BNYMGDBIF | $6,400 |
BNYMGRRF | $213,530 |
BNY Mellon Index Funds, Inc. | |
BNYMISIF | $25,780 |
BNYMS&P | $50,995 |
BNYMSSIF | $77,980 |
BNY Mellon Investment Funds V, Inc. | |
BNYMDIF | $9,490 |
BNYMDMRESF | $28,470 |
BNYMLCEF | $10,300 |
BNY Mellon Investment Funds VI | |
BNYMBOF | $15,870 |
BNY Mellon Midcap Index Fund, | |
BNY Mellon New Jersey Municipal Bond Fund, Inc. | |
BNY Mellon Research Growth Fund, Inc. | |
BNY Mellon Stock Index Fund, Inc. | $11,200 |
BNY Mellon Variable Investment Fund | |
AP | $21,590 |
GMMP | $50,950 |
GIP | $15,585 |
OSCP | $24,675 |
BNY Mellon Appreciation Fund, Inc. | $86,880 |
S-33
Cost |
BNY Mellon New York | $7,900 | |
BNY Mellon Opportunistic Municipal Securities Fund | $15,870 | |
BNY Mellon Worldwide Growth Fund, Inc. | ||
General Money Market Fund, Inc. | |
$107,805 | |
General Municipal Money Market Funds, Inc. | |
DNMMMF | $12,270 |
General New York | ||
DNYMMMF |
S-34
EXHIBIT A
PartPART I
Part I sets forth information regarding the currentContinuing Board members and Nominees,Members, Board and committee meetings and independent auditor feesshare ownership.
Information About the Continuing Board Members' Experience, Qualifications, Attributes or Skills. The Continuing Board Members of each 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 Board Members is 240 Greenwich Street, New York, New York 10286.
Name (Year of Birth) of Continuing Board Member Position with Funds (Since) | Principal Occupation | Other Public Company Board Memberships During Past 5 Years |
Joseph S. DiMartino (1943) Chairman of the Board BNYMAD (1995) BNYMAF (1995) BNYMIF (1995) BNYMIF V (1995) BNYMIF VI (2003) BNYMMIF (1995) BNYMNJMBF (1995) BNYMNYAFMBF (1995) BNYMOMSF (1995) BNYMRGF (1995) BNYMSIF (1996) BNYMVIF (2006) BNYMWGF (1995) GMMF (1995) GMMMF (1995) GNYMMMF (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) |
Peggy C. Davis (1943) BNYMAD (2006) BNYMAF (1990) BNYMIF (2006) BNYMIF V (2012) BNYMIF VI (2006) BNYMMIF (2006) BNYMNJMBF (2012) BNYMNYAFMBF (1990) BNYMOMSF (1990) BNYMRGF (2006) BNYMSIF (2006) BNYMVIF (2006) BNYMWGF (1990) GMMF (1990) GMMMF (1990) GNYMMMF (1990) | Shad Professor of Law, New York University School of Law (1983 – Present) | N/A |
A-1
Each Continuing Board Member has been a BNY Mellon Family of Funds board member for over 25 years. Additional information about the Continuing Board Members follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that the Continuing Board Members possess which the Board believes has prepared them to be effective Board Members.
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 indicated.an employee of The Dreyfus Corporation, the predecessor company of the Investment Adviser (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.
Peggy C. Davis – Ms. Davis currently serves as the John S. R. Shad Professor of Lawyering and Ethics at New York University School of Law as a writer and teacher in the fields of evidence, constitutional theory, family law, social sciences and the law, legal process and professional methodology and training. Prior to joining the university's faculty in 1983, Ms. Davis served as a Judge of the Family Court of the State of New York. Before her appointment to the bench, she practiced law for ten years in both the commercial and public interest sectors. Ms. Davis also has served as Chair of the Board of the Russell Sage Foundation.
Nominees' and the Continuing Board Members' Ownership of Fund Shares. The table below indicates the dollar range of each currentthe Nominees' and the Continuing Board member’s (including Board Members who are Nominees)Members' ownership of shares of each Fund (including series thereof) and the aggregate dollar range of shares of other funds in The Dreyfusthe BNY Mellon Family of Funds for which he or she is a Board member,in the aggregate, in each case as of December 31, 2005.2022.
|
|
| |||||
---|---|---|---|---|---|---|---|
Joseph S. DiMartino | Francine J. Bovich | Gina D. France | Joan L. Gulley | Nathan Leventhal | |||
None | None | None | None | None | None | ||
BNYMDVF | None | None | None | None | $50,001 | None | |
BNYMGDBIF | None | None | None | ||||
None | None | None | |||||
BNYMGRRF | None | ||||||
None | None | None | None | None | |||
BNYMOMVF | None | None | None | None | $10,001 – $50,000 | None | |
BNYMOSCF | None | ||||||
None | None | None | $10,001 – $50,000 | None | |||
BNYMSIF | None | ||||||
None | None | None | None | None | |||
BNYMTGF | None | ||||||
None | None | $10,001 – $50,000 | None | $10,001 – $50,000 | |||
BNYMISIF | None |
|
|
|
| ||||||
---|---|---|---|---|---|---|---|---|---|
None | None | None | None | None | |||||
BNYMS&P | None | None | None | None | None | None | |||
BNYMSSIF | None | None | None | None | None | None | |||
BNYMDIF | None | None | None | None | None | None | |||
BNYMDMRESF | None | None | None | None | $10,001 – $50,000 | None | |||
BNYMLCEF | None | None | None | None | None | None | |||
BNYMBOF | None | None | None | None | None | None | |||
BNYMMIF | None | None | None | None | None | None | |||
BNYMNJMBF | None | None | None | None | None | None |
A-2
Fund | Joseph S. DiMartino | Francine J. Bovich | Peggy C. Davis | Gina D. France | Joan L. Gulley | Nathan Leventhal | ||||
BNYMRGF | None | None | None | $10,001 – $50,000 | None | None | ||||
BNYMAF | None | |||||||||
$10,001 – $50,000 | $10,001 – $50,000 | None | ||||||||
$10,001 - $50,000 | ||||||||||
BNYMOMSF | None | None | None | None | None | None | ||||
BNYMNYAFMBF | None | None | None | None | None | Over $100,000 | ||||
BNYMWGF | None | None | None | None | None | None | ||||
DMMF | None | None | None | None | None | None | ||||
DNMMMF | None | None | None | None | None | None | ||||
DNYMMMF | None | None | None | None | None | None | ||||
AP | None | None | None | None | None | None | ||||
OSCP | None | None | None | None | None | None | ||||
GIP | None | None | None | None | None | None | ||||
GMMP | None | None | None | None | None | None | ||||
Over $100,000 | $50,001 – $100,000 | Over $100,000 |
A-3
|
|
|
| Fund | Robin A. Melvin | Michael D. DiLecce | ||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|
BNYMDTRF | None | None | ||||||||||
BNYMDVF | None | None | ||||||||||
BNYMGDBIF | None | None | ||||||||||
BNYMGRRF | $1 – $10,000 | None | ||||||||||
BNYMOMVF | None | None | ||||||||||
BNYMOSCF | None | None | ||||||||||
BNYMTGF | $1 – $10,000 | None | ||||||||||
BNYMISIF | None | None | ||||||||||
BNYMS&P | None | None | ||||||||||
BNYMSSIF | None | None | ||||||||||
BNYMDIF | None | None | ||||||||||
BNYMDMRESF | $1 – $10,000 | None | ||||||||||
BNYMLCEF | None | None | ||||||||||
BNYMBOF | None | None | ||||||||||
BNYMMIF | None | None | ||||||||||
BNYMNJMBF | None | None | ||||||||||
BNYMRGF | None | None | ||||||||||
BNYMAF | None | None | ||||||||||
BNYMOMSF | None | None | ||||||||||
BNYMNYAFMBF | None | None | ||||||||||
BNYMWGF | None | None | ||||||||||
DMMF | None | None | ||||||||||
DNMMMF | None | None | ||||||||||
DNYMMMF | None | None | ||||||||||
AP | None | None | ||||||||||
OSCP | None | None | ||||||||||
GIP | None | None | ||||||||||
GMMP | None | None | ||||||||||
|
|
| |||||||
---|---|---|---|---|---|---|---|---|---|
$1 | |||||||||
–$10,000 | None | ||||||||
As of April 7, 2006,July 14, 2023, none of the currentNominees or the Continuing Board members or NomineesMembers or their immediate family members owned securities of Dreyfusthe Investment Adviser or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with Dreyfus.the Investment Adviser.
A-4
INFORMATION PERTAINING TO THE BOARD OF EACH FUND
· | The Funds do not have a formal policy regarding Board Members' attendance at meetings of shareholders. The Board Members did not attend each Fund's most recent shareholder meeting (as applicable). |
· | The Continuing Board Members and the Nominees of each Fund (who were Board Members at the time) attended at least 75% of the meetings of the Boards and committees of which they were a member held in the last fiscal year. |
· | Each Board's audit, nominating, compensation and litigation committees met during the Funds' last fiscal years as indicated below: |
Fund | Audit | Nominating | Compensation | Litigation |
BNYMAD (8/31 fiscal year end) | 4 | 1 | 1 | 0 |
BNYMAD (10/31 fiscal year end) | 4 | 1 | 1 | 0 |
BNYMIF | 4 | 1 | 1 | 0 |
BNYMIF V (10/31 fiscal year end) | 4 | 1 | 1 | 0 |
BNYMIF V (12/31 fiscal year end) | 4 | 1 | 0 | 0 |
BNYMIF VI | 4 | 1 | 0 | 0 |
BNYMMIF | 4 | 1 | 1 | 0 |
BNYMNJMBF | 4 | 1 | 0 | 0 |
BNYMRGF | 4 | 1 | 0 | 0 |
BNYMSIF | 4 | 1 | 0 | 0 |
BNYMVIF | 4 | 1 | 0 | 0 |
BNYMAF | 4 | 0 | 0 | 0 |
BNYMOMSF | 4 | 1 | 1 | 0 |
BNYMNYAFMBF | 4 | 0 | 0 | 0 |
BNYMWGF | 4 | 0 | 1 | 0 |
GMMF | 4 | 0 | 0 | 0 |
GMMMF | 4 | 0 | 0 | 0 |
GNYMMMF | 4 | 0 | 0 | 0 |
Compensation Table. The numberamount of compensation paid to each Continuing Board meetings and, where applicable, committee meetings, held byMember for each Fund during the Fund’sFund's last fiscal year, are as follows:
Name of Fund | Number of Board Meetings | Number of Audit Committee Meetings | Number of Nominating Committee Meetings | Number of Compensation Committee Meetings |
---|---|---|---|---|
AF | 5 | 4 | None | 1 |
DABP | 5 | 4 | None | 2 |
DGIF | 4 | 4 | None | 2 |
DGOF | 6 | 4 | None | 2 |
DIF | 4 | 5 | None | 2 |
DIMMF | 5 | 4 | None | 2 |
DILF | 6 | 4 | None | 2 |
DMIF | 4 | 4 | None | 2 |
DMMI | 5 | 4 | None | 2 |
DPEF | 5 | 4 | None | 2 |
DPMFI | 5 | 4 | None | None |
DPMFII | 5 | 4 | 1 | 2 |
DSIF | 5 | 4 | None | 2 |
DVIF | 7 | 4 | None | 2 |
______________________
During each Fund’s last fiscal year, each current Board member attended at least 75% of the aggregate of all of the meetings of the Board of each Fund (held during the period s/he was a Board member) and 75% of the meetings held by a committee of the Board of each Fund on which s/he served (during the period that s/he served).
COMPENSATION TABLE
Each of Dreyfus A Bonds Plus, Inc., Dreyfus Growth and Income Fund, Inc., Dreyfus Growth Opportunity Fund, Inc., Dreyfus Institutional Money Market Fund, Dreyfus International Funds, Inc., Dreyfus Money Market Instruments, Inc., Dreyfus Premier Equity Funds, Inc. and Dreyfus Variable Investment Fund currently pays its Board members its allocated portion of an annual retainer of $60,000 and a fee of $8,000 per meeting (with a minimum of $500 per meeting and per telephone meeting) attended, and reimburses them for their expenses. Emeritus Board members are entitled to receive an annual retainer and a per meeting attended fee of one-half the amount paid to them as Board members. Prior to June 1, 2005, each Board member received from the Fund an annual fee of $40,000 and an attendance fee of $6,000 per meeting, and the Chairman of the Board received an additional 25% of such compensation.
Each of Advantage Funds, Inc., Dreyfus Index Funds, Inc., Dreyfus Midcap Index Fund, Inc., Dreyfus Premier Manager Funds I, Dreyfus Premier Manager Funds II and Dreyfus Stock Index Fund, Inc. currently pays its Board members its allocated portion of an annual retainer of $40,000 and of a fee of $5,000 per meeting (with a minimum of $500 per meeting and per telephone meeting) attended, and reimburses them for their expenses. The Chairman of the Board receives an additional 25% of such compensation. Emeritus Board members are entitled to receive an annual retainer and a per meeting attended fee of one-half the amount paid to them as Board members. Prior to September 27, 2005, each Board member received from the Fund an annual fee of $25,000 and an attendance fee of $4,000 per meeting, and the Chairman of the Board received an additional 25% of such compensation.
The aggregate amount of compensation paid to each currentsuch Continuing Board member by each Fund for the Fund’s last fiscal year, andMember by all funds in The Dreyfusthe BNY Mellon Family of Funds for which such personthe Continuing Board Member was a Boardboard member (the number of portfolios of such funds is set forth in parenthesis next to each Board member’s total compensation) for the year ended December 31, 2005, wereduring 2022, was as follows:
Name of Continuing Board Member and Fund | Compensation from each Fund* | Aggregate Compensation | from each Fund and Fund |
Joseph S. DiMartino | ||
BNYMAD | ||
(8/31 fiscal year end) | $ | |
(10/31 fiscal year end) | $42,623 | |
BNYMAF | $48,742 | |
BNYMIF | $44,820 | |
BNYMIF V | ||
(10/31 fiscal year end) | $9,295 | |
(12/31 fiscal year end) | $7,709 |
A-5
_________________
from each Fund* | Aggregate Compensation from each Fund and Fund Complex Paid to Continuing Board Member (**) | |
BNYMIF VI | $3,248 | |
BNYMMIF | $21,233 | |
BNYMNJMBF | $3,939 | |
BNYMNYAFMBF | $5,927 | |
BNYMOMSF | $10,788 | |
BNYMRGF | $16,744 | |
BNYMSIF | $30,268 | |
BNYMVIF | $9,442 | |
BNYMWGF | $19,955 | |
GMMF | $61,386 | |
GMMMF | $16,968 | |
GNYMMMF | $2,778 | |
$1,194,875 (95) | ||
Peggy C. Davis | ||
BNYMAD | ||
(8/31 fiscal year end) | $23,960 | |
(10/31 fiscal year end) | $34,098 | |
BNYMAF | $38,994 | |
BNYMIF | $35,856 | |
BNYMIF V | ||
(10/31 fiscal year end) | $7,436 | |
(12/31 fiscal year end) | $6,168 | |
BNYMIF VI | $2,598 | |
BNYMMIF | $16,986 | |
BNYMNJMBF | $3,151 | |
BNYMNYAFMBF | $4,742 | |
BNYMOMSF | $8,630 | |
BNYMRGF | $13,397 | |
BNYMSIF | $24,214 | |
BNYMVIF | $7,554 | |
BNYMWGF | $15,964 | |
GMMF | $49,109 | |
GMMMF | $13,575 | |
GNYMMMF | $2,222 | |
$331,000 (34) | ||
_______________________ * Amounts shown do not include expenses reimbursed to Continuing Board Members for attending Board meetings. Amounts shown also do not include the |
all Funds). ** | Represents the number of separate portfolios comprising the investment companies in the | |
PERTAINING TO THE INDEPENDENT AUDITORS
A-6
Set forth below for each Fund’s last two fiscal years are the amounts the respective independent auditor billed for (i) services rendered in connection with the annual audit of the Fund’s financial statements (“Audit Fees”), (ii) assurance and services rendered that are reasonably related to the performance of the audit or review of the Fund’s financial statements (“Audit-Related Fees”); (iii) professional services rendered for tax compliance, tax planning and tax advice, including primarily the review of each Fund’s tax returns (“Tax Fees”); (iv) other products and services provided (“All Other Fees”); and (v) non-audit services provided to affiliates of Dreyfus (“Aggregate Non-Audit Fees”).
Name of Fund | Fiscal Year Ended | Audit Fees | Audit-Related Fees | Tax Fees | All Other Fees | Aggregate Non-Audit Fees Paid by Service Affiliates* | ||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
AF | 8/31/2005 | $ | 287,229 | $ | 56,700 | $ | 47,927 | $ | 9,080 | $ | 1,013,651 | |||||||||
8/31/2004 | $ | 289,354 | $ | 54,000 | $ | 48,665 | $ | 8,772 | $ | 557,202 | ||||||||||
DABP | 3/31/2006 | $ | 31,597 | $ | 5,122 | $ | 3,088 | $ | 5,013 | $ | 769,395 | |||||||||
3/31/2005 | $ | 30,163 | $ | 4,725 | $ | 2,805 | $ | 537 | $ | 605,451 | ||||||||||
DGIF | 10/31/2005 | $ | 29,024 | $ | 4,725 | $ | 3,847 | $ | 1,867 | $ | 755,822 | |||||||||
10/31/2004 | $ | 26,775 | $ | 4,500 | $ | 3,068 | $ | 2,224 | $ | 653,655 | ||||||||||
DGOF | 2/28/2006 | $ | 26,589 | $ | 5,122 | $ | 4,330 | $ | 483 | $ | 777,420 | |||||||||
2/28/2005 | $ | 25,382 | $ | 4,725 | $ | 4,084 | $ | 498 | $ | 719,572 | ||||||||||
DIF | 10/31/2005 | $ | 114,000 | $ | 0 | $ | 9,000 | $ | 0 | $ | 75,000 | |||||||||
10/31/2004 | $ | 105,000 | $ | 0 | $ | 8,100 | $ | 0 | $ | 43,708 | ||||||||||
DIMMF | 12/31/2005 | $ | 55,202 | $ | 0 | $ | 5,454 | $ | 16 | $ | 758,091 | |||||||||
12/31/2004 | $ | 50,925 | $ | 0 | $ | 5,026 | $ | 17 | $ | 592,101 | ||||||||||
DILF | 5/31/2005 | $ | 37,675 | $ | 0 | $ | 4,073 | $ | 843 | $ | 811,636 | |||||||||
5/31/2004 | $ | 34,755 | $ | 0 | $ | 4,216 | $ | 827 | $ | 611,435 | ||||||||||
DMIF | 10/31/2005 | $ | 33,691 | $ | 4,725 | $ | 4,181 | $ | 875 | $ | 755,822 | |||||||||
10/31/2004 | $ | 31,080 | $ | 4,500 | $ | 3,068 | $ | 843 | $ | 653,655 | ||||||||||
DMMI | 12/31/2005 | $ | 55,202 | $ | 0 | $ | 5,499 | $ | 227 | $ | 758,091 | |||||||||
12/31/2004 | $ | 50,925 | $ | 0 | $ | 5,026 | $ | 236 | $ | 592,101 | ||||||||||
DPEF | 9/30/2005 | $ | 25,857 | $ | 4,725 | $ | 3,540 | $ | 175 | $ | 761,002 | |||||||||
9/30/2004 | $ | 22,470 | $ | 4,500 | $ | 3,289 | $ | 227 | $ | 790,824 | ||||||||||
DPMFI | 3/31/2006 | $ | 167,549 | $ | 20,488 | $ | 20,962 | $ | 5,758 | $ | 769,395 | |||||||||
3/31/2005 | $ | 159,945 | $ | 0 | $ | 3,382 | $ | 5,819 | $ | 605,451 | ||||||||||
DPMFII | 11/30/2005 | $ | 132,000 | $ | 0 | $ | 3,000 | $ | 0 | $ | 75,000 | |||||||||
11/30/2004 | $ | 41,000 | $ | 0 | $ | 3,000 | $ | 0 | $ | 43,708 | ||||||||||
DSIF | 12/31/2005 | $ | 44,000 | $ | 0 | $ | 3,000 | $ | 0 | $ | 75,000 | |||||||||
12/31/2004 | $ | 41,000 | $ | 0 | $ | 3,000 | $ | 0 | $ | 43,708 | ||||||||||
DVIF | 12/31/2005 | $ | 243,347 | $ | 81,252 | $ | 35,640 | $ | 13 | $ | 758,091 | |||||||||
12/31/2004 | $ | 224,490 | $ | 78,768 | $ | 39,182 | $ | 11 | $ | 592,101 |
_________________
* For Service Affiliates (i.e., Dreyfus and any entity controlling, controlled by or under common control with Dreyfus that provides ongoing services to the Fund), such fees represent only those fees that require pre-approval by the audit committee.
Audit Committee Pre-Approval Policies and Procedures. Each Fund’s Audit Committee has established policies and procedures (the “Policy”) for pre-approval (within specified fee limits) of the independent auditor’s engagements for non-audit services to the Fund and Service Affiliates without specific case-by-case consideration. Pre-approval considerations include whether the proposed services are compatible with maintaining the independent auditor’s independence. The Policy and services covered therein are considered annually. In addition, proposed services requiring pre-approval but not covered by the Policy are considered from time to time as necessary.
Registered Public Accounting Firm Independence. Each Fund’s Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates which did not require pre-approval are compatible with maintaining the independent auditor’s independence.
* * * *
PartPART II
Part II sets forth information relevant toregarding the officers of each Fund.the Funds. Each officer of the Funds holds office for an indefinite term until his or her successor is elected and has qualified.
Name 1 | Age | Principal Occupation Business Experience For Past |
President | Vice President and Director of the |
64 | Director of the Investment Adviser since February 2023; Vice President | ||
PETER M. SULLIVAN Chief Legal Officer, Vice President and Assistant Secretary (2019)3 | 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 |
Vice President and Secretary (2005)4 | Senior Managing Counsel of |
A-7
Name and Position with Funds (Since)1 | 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 portfolio) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
JEFF S. PRUSNOFSKY Vice President and Assistant Secretary (2005) | 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 Investment Adviser or an affiliate of the Investment Adviser. |
A-8
Name and Position with Funds (Since)1 | Age | Principal Occupation and Business Experience For Past Five Years |
JOANNE SKERRETT Vice President and Assistant Secretary | 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. |
NATALYA ZELENSKY Vice President and Assistant | 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 |
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 |
A-9
Name and Position with Funds (Since)1 | Age | Principal Occupation and Business Experience For Past Five Years | |
JOSEPH Vice President (2022) | 46 | Vice President of the 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 |
Treasurer (2005) | Tax Manager – BNY Mellon Fund Administration. He is an officer of |
Senior Accounting Manager – BNY Mellon Fund Administration. He is an officer of |
ROBERT | Senior Accounting Manager – BNY Mellon Fund Administration. He is an officer of |
66 | Chief Compliance Officer of the BNY Mellon Family of Funds and |
Anti-Money Laundering Compliance Officer | Anti-Money Laundering Compliance Officer of the |
A-10
________________
1 | With respect to BNYMIF VI, Messrs. Windels and Svagna each has held his respective position since 2003. |
2 | President since January 2021; previously, Vice President. |
3 | Chief |
4 | Vice President and |
The address of each officer of the FundFunds is 200 Park Avenue,240 Greenwich Street, New York, New York 10166.
* * * *
Part III10286.
Part III sets forth information for each Fund regarding the beneficial ownership of its shares by Nominees, current Board members and officers of the Fund. As of December 31, 2005, each Fund’s current Board members and officers, as a group, owned less than 1% of the Fund’s outstanding shares.
The following Nominees, current Board members and officers owned shares in the Funds as indicated below:A-11
* * * *
EXHIBIT B
NOMINATING COMMITTEE CHARTER AND PROCEDURESTHE DREYFUS FAMILY OF FUNDS(each, the “Fund”)The BNY MELLON Family of Funds
Nominating Committee Charter and Procedures
ORGANIZATIONOrganization
The Nominating Committee (the “Committee”"Committee") of each Fundfund in the BNY Mellon Family of Funds (each, the "Fund") shall be composed solely of Directors/Trustees (“Directors”("Directors") who are not “interested persons” of the Fund as"interested persons" (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the “1940 Act”"1940 Act")) (“of the Fund ("Independent Directors”Directors"). The Board of Directors of the Fund (the “Board”"Board") shall select the members of the Committee and shall designate the Chairperson of the Committee.
RESPONSIBILITIESResponsibilities
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 NOMINEESEvaluation 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 a person as a potential nominee to serve as a Director of the Fundnominees (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; |
· | 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. |
B-1
In addition, the Committee may consider relevant;whether a potential nominee's professional experience, education, skills and
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 The Dreyfus CorporationBNY Mellon Investment Adviser, Inc. Legal Department, 200 Park Avenue, 8th240 Greenwich Street, 18th Floor, East, New York, New York 10166.10286. 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 DIRECTORSNomination 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.
REVIEW OF CHARTER AND PROCEDURESAdvisory 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.
DREYFUS A BONDS PLUS, INC.DREYFUS GROWTH AND INCOME FUND, INC.DREYFUS GROWTH OPPORTUNITY FUND, INC.DREYFUS INSTITUTIONAL MONEY MARKET FUNDDREYFUS INTERNATIONAL FUNDS, INC.DREYFUS MONEY MARKET INSTRUMENTS, INC.DREYFUS PREMIER EQUITY FUNDS, INC.DREYFUS VARIABLE INVESTMENT FUND
B-2
PROXY CARD | ||
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! | BY INTERNET: Go to the website below and enter your VOTER CONTROL NUMBER or simply scan the QR with a Smart Phone vote.proxyonline.com | |
VOTER PROFILE: Voter ID: XXXXXXXX Security ID: XXXXXXXX Shares to Vote: XXXXXXXX Household ID: XXXXXXXXXX **please call the phone number to the right for more information VOTER CONTROL NUMBER: XXXX XXXX XXXX VOTE REGISTERED TO: NAME ADDRESS CITY, STATE, ZIP CODE | BY PHONE: Automated touch-tone voting is also available by calling and following the directions. (888) 227-9349 | |
BY MAIL: Complete the reverse side and return in the postage-paid envelope provided. USPS Postage-Paid Envelope |
“Put RIC and series/standalone fund name(s) here”
240 Greenwich Street
New York, NY 10286
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, OCTOBER 12, 2023
The undersigned stockholder(s)shareholder of ____________________ (the “Fund”),the Fund noted above, hereby appoint(s) Kathleen DeNicholasappoints Jeff Prusnofsky and Robert R. Mullery,James Bitetto, 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 May 3, 2006,August 14, 2023 at a Special Meeting of StockholdersShareholders to be held virtually at The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 2:00 p.m.,9:30 a.m. Eastern time, on Thursday, June 29, 2006October 12, 2023, and at any and all postponements or 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 Combined Proxy Statement for the meeting.
THIS PROXY IS SOLICITED BY THE FUND'S BOARD AND WILL BE VOTED FOR THE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 12, 2023. The Notice of Special Meeting of Shareholders, Combined Proxy Statement and Form(s) of Proxy Card are available at HTTPS://IM.BNYMELLON.COM/US/EN/INDIVIDUAL/RESOURCES/PROXY-MATERIALS.JSP. Please mark boxes in bluesee the Combined Proxy Statement or black ink.call (866) 796-7181 for information on how to obtain directions to be able to attend and vote virtually at the Special Meeting of Shareholders.
Questions? If you have any questions about how to vote your proxy or about the Special Meeting of Shareholders, please call toll-free
1. Election of Board Members:(866) 796-7181. Representatives are available to assist you Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern time.
CUSIP |
Nominees for Election are: Peggy C. Davis, Joseph S. DiMartino, David P. Feldman, Ehud Houminer, Gloria Messinger,
PROXY CARD
“Put RIC and Anne Wexler.series/standalone fund name(s) here”
2. In their
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY, if joint owners, each shareholder should sign. When signing as attorney, executor, administrator, trustee, guardian, or custodian for a minor, please give your full title. When signing on behalf of a corporation or as a partner for a partnership, please give the full corporate or partnership name and your title, if any. By signing this proxy card, receipt of the accompanying Notice of Special Meeting of Shareholders and Proxy Statement is acknowledged. | SIGNATURE (AND TITLE IF APPLICABLE) DATE SIGNATURE (IF HELD JOINTLY) DATE |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND.
The votes entitled to be cast by the undersigned will be cast according to instructions given below with respect to the Proposal. If this Proxy Ballot is executed but no instructions are given, the undersigned acknowledges that the votes entitled to be cast by the undersigned will be cast by the proxies, or any of them, “FOR” the Proposal at the Special Meeting of Shareholders, and at any and all adjournments and postponements thereof. Additionally, the votes entitled to be cast by the undersigned will be cast at the discretion to voteof the proxy holders on suchany other matters asmatter that may properly come before the meetingSpecial Meeting of Shareholders, and at any adjournment(s)and all adjournments and postponements thereof.
TO VOTE, MARK CIRCLE IN BLUE OR BLACK INK. Example: ADVANTAGE FUNDS, INC.DREYFUS PREMIER MANAGER FUNDS IDREYFUS PREMIER MANAGER FUNDS II●
PROPOSAL: | FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT* | ||||
O | O | O | |||||
1. To elect five Board Members to the Board of the Fund: | |||||||
1.) Francine J. Bovich | |||||||
2.) Michael D. DiLecce | |||||||
3.) Gina D. France | |||||||
4.) Joan L. Gulley | |||||||
5.) Nathan Leventhal | |||||||
*To withhold authority to vote for one or more specific nominees, check the “FOR ALL EXCEPT” box and write the name(s) or number(s) of those nominee(s) you wish to withhold below: | |||||||
THANK YOU FOR CASTING YOUR VOTE
MAIL ID: | BAR CODE | CUSIP |
PROXY CARD | ||
YOUR VOTE IS IMPORTANT NO MATTER HOW MANY SHARES YOU OWN. PLEASE CAST YOUR PROXY VOTE TODAY! | BY INTERNET: Go to the website below and enter your VOTER CONTROL NUMBER or simply scan the QR with a Smart Phone vote.proxyonline.com | |
VOTER PROFILE: Voter ID: XXXXXXXX Security ID: XXXXXXXX Shares to Vote: XXXXXXXX Household ID: XXXXXXXXXX **please call the phone number to the right for more information VOTER CONTROL NUMBER: XXXX XXXX XXXX VOTE REGISTERED TO: NAME ADDRESS CITY, STATE, ZIP CODE | BY PHONE: Automated touch-tone voting is also available by calling and following the directions. (888) 227-9349 | |
BY MAIL: Complete the reverse side and return in the postage-paid envelope provided. USPS Postage-Paid Envelope |
“Put RIC and series/standalone fund name(s) here”
240 Greenwich Street
New York, NY 10286
SPECIAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, OCTOBER 12, 2023
The undersigned stockholder(s)shareholder of ____________________ (the “Fund”),the Fund noted above, hereby appoint(s) Kathleen DeNicholasappoints Jeff Prusnofsky and Robert R. Mullery,James Bitetto, 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 May 3, 2006,August 14, 2023 at a Special Meeting of StockholdersShareholders to be held virtually at The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 3:00 p.m.,10:30 a.m. Eastern time, on Thursday, June 29, 2006October 12, 2023, and at any and all postponements or 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 Combined Proxy Statement for the meeting.
Please mark boxes in blue or black ink.
1. Election of Board Members:
Nominees for Election are: Peggy C. Davis, James F. Henry and Dr. Martin Peretz.
2. In their discretion, to vote on such other matters as may properly come before the meeting and any adjournment(s) thereof.
DREYFUS INDEX FUNDS, INC.DREYFUS MIDCAP INDEX FUND, INC.DREYFUS STOCK INDEX FUND, INC.
The undersigned stockholder(s) of ____________________ (the “Fund”), hereby appoint(s) Kathleen DeNicholas and Robert R. Mullery, 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 May 3, 2006, at a Special Meeting of Stockholders to be held at The Dreyfus Corporation, 200 Park Avenue, 7th Floor, New York, New York 10166, at 4:00 p.m., on Thursday, June 29, 2006 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.
Please mark boxes in blue or black ink.
1. Election of Board Members:
Nominees for Election are: Peggy C. Davis, James F. Henry and Dr. Martin Peretz.
2. In their discretion, to vote on such other matters as may properly come before the meeting and any adjournment(s) thereof.
FOUR EASY WAYS TO VOTE YOUR PROXY
THIS PROXY IS SOLICITED BY THE FUND’SFUND'S BOARD AND WILL BE VOTED FOR THE ABOVE PROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.
IMPORTANT NOTICE REGARDING THE INTERNET AVAILABILITY OF PROXY MATERIALS FOR THE SPECIAL MEETING OF SHAREHOLDERS TO BE HELD OCTOBER 12, 2023. The Notice of Special Meeting of Shareholders, Combined Proxy Statement and Form(s) of Proxy Card are available at HTTPS://IM.BNYMELLON.COM/US/EN/INDIVIDUAL/RESOURCES/PROXY-MATERIALS.JSP. Please see the Combined Proxy Statement or call (866) 796-7181 for information on how to obtain directions to be able to attend and vote virtually at the Special Meeting of Shareholders.
Questions? If you have any questions about how to vote your proxy or about the Special Meeting of Shareholders, please call toll-free
(866) 796-7181. Representatives are available to assist you Monday through Friday 9:00 a.m. to 10:00 p.m. Eastern time.
Mail ID | CUSIP |
PROXY CARD |
“Put RIC and series/standalone fund name(s) here”
NOTE: PLEASE SIGN EXACTLY AS YOUR NAME(S) APPEAR ON THIS PROXY, if joint owners, each shareholder | SIGNATURE (AND TITLE IF APPLICABLE) DATE SIGNATURE (IF HELD JOINTLY) DATE |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF THE FUND.
The votes entitled to be cast by the undersigned will be cast according to instructions given below with respect to the Proposal. If this Proxy Ballot is executed but no instructions are given, the undersigned acknowledges that the votes entitled to be cast by the undersigned will be cast by the proxies, or any of them, “FOR” the Proposal at the Special Meeting of Shareholders, and at any and all adjournments and postponements thereof. Additionally, the votes entitled to be cast by the undersigned will be cast at the discretion of the proxy holders on any other matter that may properly come before the Special Meeting of Shareholders, and at any and all adjournments and postponements thereof.
TO VOTE, MARK CIRCLE IN BLUE OR BLACK INK. Example: ●
PROPOSAL: | FOR ALL | WITHHOLD ALL | FOR ALL EXCEPT* | ||||
O | O | O | |||||
1. To elect five Board Members to the Board of the Fund: | |||||||
1.) Francine J. Bovich | |||||||
2.) Michael D. DiLecce | |||||||
3.) Gina D. France | |||||||
4.) Joan L. Gulley | |||||||
5.) Robin A. Melvin | |||||||
*To withhold authority to vote for one or more specific nominees, check the “FOR ALL EXCEPT” box and write the name(s) or number(s) of those nominee(s) you wish to withhold below: | |||||||
If you are
THANK YOU FOR CASTING YOUR VOTE
MAIL ID: | BAR CODE | CUSIP |
NOT voting by Telephone or Internet, Please Sign,Date and Return the Proxy CardPromptly Using the Enclosed Envelope