Janette E. Farragher
WE NEED YOUR PROXY VOTE
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A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE MEETING OF SHAREHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM OF FUND SHARES ELIGIBLE TO VOTE IS REPRESENTED. IN THAT EVENT, THE FUND AT SHAREHOLDERS' EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD OR OTHERWISE VOTE PROMPTLY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION. |
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BNY MELLON FUNDS TRUST
BNY Mellon Mid Cap Multi-StrategyMoney Market Fund
PROXY STATEMENT
Special Meeting of Shareholders
to be held
To Be Held on February 28, 2013
April 11, 2016
This Proxy Statement is furnished in connection with a solicitation of proxies by the Board of Trustees (the "Board"“Board”) of BNY Mellon Funds Trust (the "Trust"“Trust”), on behalf of its series, BNY Mellon Mid Cap Multi-StrategyMoney Market Fund (the "Fund"“Fund”), a series of the Trust, to be used at the Special Meeting of Shareholders (the "Meeting"“Meeting”) of the Fund to be held on Thursday, February 28, 2013Monday, April 11, 2016 at 10:3000 a.m., at the offices of The Dreyfus Corporation ("Dreyfus"(“Dreyfus”), 200 Park Avenue, 8th7th Floor, New York, New York 10166, and at any and all adjournments thereof, for the purposes set forth in the accompanying Notice of Special Meeting of Shareholders. Shareholders of record at the close of business on January 8, 2013February 19, 2016 are entitled to receive notice of and to vote at the Meeting.
Shareholders of the Fund will vote as a single class on the proposal. Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held. Information as to the share ownership for the Fund is set forth under “Additional Information” in this Proxy Statement.
Fund 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"“FOR” the proposals.proposal except as to broker non-votes as described below. If the enclosed form of proxy card is executed and returned, itor if you have voted by telephone or through the Internet, your vote nevertheless may be revoked after it is received by giving another proxy by mail, by calling the toll-free telephone number or through the Internet or by letter directed to the Trust, which must indicate the shareholder's name and account number.Internet. To be effective, such revocation must be received before the Meeting. In addition, any shareholder who attends the Meeting in person may vote by ballot at the Meeting, thereby canceling any proxy previously given.
Shareholders of the Fund will vote as a single class on each of Proposals 1 and 2. Each proposal will be voted on separately. The approval of each proposal is not contingent on the approval of the other proposal.
The approximate mailing date of this Proxy Statement and the accompanying proxy card is January 22, 2013.March 4, 2016. To reduce expenses, only one copy of this Proxy Statement will be mailed to those addresses shared by two or more accounts. If you wish to revoke this arrangement and receive individual copies, you may do so at any time by writing to the address or calling the phone number set forth below. The Fund will begin sending you individual copies promptly after receiving your request.
The principal executive office of the FundTrust is located at 200 Park Avenue, New York, New York 10166. A Copy of the Fund'sFund’s most recent Annual Report is available upon request, without charge, by writing to the Trust at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, visiting www.dreyfus.com or calling toll-free 1-800-DREYFUS.
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS THIS PROXY STATEMENT AND A COPY OF THE FUND'SFUND’S MOST RECENT ANNUAL REPORT TO SHAREHOLDERS ARE AVAILABLE AT
HTTP:// WWW.DREYFUS.COM/PROXYINFO.HTMPROXYINFO |
PROPOSAL 1
APPROVAL OF THE IMPLEMENTATION OF A "MULTI-MANAGER" ARRANGEMENT
WHEREBY THE FUND'S INVESTMENT ADVISER, UNDER CERTAIN CIRCUMSTANCES,
WOULD BE ABLE TO HIRE AND REPLACE SUB-INVESTMENT ADVISERS FOR THE
FUND WITHOUT OBTAINING SHAREHOLDER APPROVAL
IntroductionINTRODUCTION
The Fund's investment strategy is designedSecurities and Exchange Commission (the “SEC”) has adopted amendments to the rules governing money market funds that will change the way certain money market funds, like the Fund, operate. When implemented, these rules will create new definitions for government money market funds and retail money market funds, and also will require institutional prime (general purpose) and institutional municipal money market funds to price and transact at a “floating” net asset value per share. During periods of extraordinary market stress, the new rules also permit a prime or a municipal money market fund to charge its shareholders liquidity fees which are payable to the fund upon redemption, and to provide exposurefor redemption gates that temporarily would halt all withdrawals.
The new structural changes, however, will not materially affect government money market funds. Under the amended rules, a money market fund that qualifies as a “government money market fund” (a) is permitted to various mid cap equitycontinue to use amortized cost to value its portfolio managerssecurities and investment strategiesto transact at a stable $1.00 share price and styles.(b) is not subject to the liquidity fee and redemption gate requirements, but may choose to impose such fees and gates provided the ability to do so is disclosed in the fund’s prospectus. Under the amended rules, “government money market fund” means a money market fund that invests 99.5% or more of its total assets in “government securities” (as defined in the rule), repurchase agreements collateralized solely by cash and/or government securities, and cash.
Currently, the Fund is considered a “prime” money market fund and seeks to maintain a stable $1.00 price per share. The Fund normally invests in a diversified portfolio of high quality, dollar-denominated short-term debt securities, including: securities issued or guaranteed as to principal and interest by the U.S. government or its agencies or instrumentalities; certificates of deposit, time deposits, bankers’ acceptances, and other short-term securities issued by domestic or foreign banks or their subsidiaries or branches; repurchase agreements, including tri-party repurchase agreements; asset-backed securities; high grade commercial paper, and other short-term corporate obligations, including those with floating or variable rates of interest; and taxable municipal obligations, including those with floating or variable rates of interest. Normally, the Fund invests at least 25% of its net assets in securities issued by banks. The Fund purchases securities with the highest credit rating only, or the unrated equivalent as determined by BNY Mellon Fund Advisers, a division of Dreyfus, the Fund'sFund’s investment adviser (the "Adviser"“Adviser”), allocates the Fund's assets among multiple investment strategies employed by the Adviser, as well as one or more sub-investment advisers (see Proposal 2). The Adviser determinesFund is required to hold at least 30% of its assets in cash, U.S. Treasury securities, certain other government securities with remaining maturities of 60 days or less, or securities that can readily be converted into cash within five business days. In addition, the investment strategiesFund is required to hold at least 10% of its assets in cash, U.S. Treasury securities, or securities that can readily be converted into cash within one business day. If the Fund were to remain a “prime” money market fund, the new SEC rules would require the Board to adopt procedures for implementing shareholder liquidity fees and setsredemption gates for the target allocationsFund and, ranges. The Adviser hasif the discretionFund were determined to changebe an institutional prime money market fund, the investment strategies, including whether to implement a strategy employed by the Adviser or a sub-investment adviser, and the target allocations and ranges when the Adviser deems it appropriate. However, unless shareholders approve Proposal 1, shareholder approvalFund would be required beforeto price and transact at a “floating” net asset value per share by the Adviser could allocate the Fund's assets to an investment strategy employed by an additional sub-investment adviser. Because the Fund currently does not have such approval, it must first seek shareholder approval of any sub-investment adviserOctober 14, 2016 effective date for the Fund as it is doing in Proposal 2. Accordingly, Proposal 1 seeks shareholder approval to implementnew SEC rules.
The Board, including a "multi-manager" arrangement to enablemajority of the Adviser to hire and replace sub-investment advisers in the future thatTrustees who are either unaffiliated or are wholly-owned subsidiariesnot “interested persons” (as defined in the Investment Company Act of 1940, as amended (the "1940 Act"“1940 Act”)) of the Adviser's ultimate parent company,Fund (“Independent Trustees”), has approved, subject to shareholder approval of the proposal, changing the Fund’s investment strategy so that the Fund will comply with the new definition of “government money market fund” established by the SEC. In approving the proposed change to the Fund’s investment strategy, the Board considered Dreyfus’ recommendation and rationale for repositioning the Fund as a government money market fund, including that the Fund will continue to use amortized cost to value its portfolio securities and seek to maintain a stable $1.00 price per share following the October 14, 2016 effective date for the new SEC rules. As proposed, the Fund will invest at least 99.5% of its total assets in securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, repurchase agreements collateralized solely by cash and/or government securities, and cash. This change in the Fund’s investment strategy would reduce the credit exposure of the Fund, but also would likely result from time to time in lower yields for shareholders. The Fund’s investment objective, which is to seek as high a level of current income as is consistent with the preservation of capital and the maintenance of liquidity, will not change. In addition, while the Board may elect to adopt liquidity fees and redemption gates for the Fund in the future, the Board has not elected to do so and has no current intention of adopting liquidity fees and redemption gates for the Fund if the Fund’s investment strategy is changed as proposed. The BankBoard also has approved, in connection with changing the Fund’s investment strategy, changing the Fund’s name to “BNY Mellon Government Money Market Fund.” To comply with the 1940 Act rule regarding fund names, the Fund will adopt a policy to invest at least 80% of New York Mellon Corporation ("BNY Mellon"), without shareholder approval.its net assets in securities issued or guaranteed by the U.S. government and repurchase agreements in respect of such securities.
"Multi-Manager" Arrangement
Currently, hiring or replacing a sub-investment adviser generallyThe proposal to change the Fund’s investment strategy so that the Fund will comply with the new definition of “government money market fund” requires shareholder approval of the sub-investment advisory agreement, pursuantproposed change to Section 15(a)the Fund’s fundamental investment restriction to remove the current requirement that the Fund invest at least 25% of its assets in securities issued by banks under normal market conditions. To do so requires the approval of the 1940 Act. Because the processholders of seeking shareholder approval of sub-investment advisory agreements is administratively burdensome and costly to a fund (and therefore indirectly to the fund's shareholders), it may cause delays in executing changes that the fund's board and the investment adviser have determined are necessary or desirable. As a result, many mutual funds and their investment advisers have requested and obtained orders from the Securities and Exchange Commission (the "SEC") exempting them from certain requirements of Section 15(a) of the 1940 Act, and the rules thereunder, to permit them to hire and replace sub-investment advisers without shareholder approval. The Adviser has obtained from the SEC an exemptive order, dated December 23, 2009 (the "2009 Exemptive Order"), upon which the Fund may rely, subject to certain conditions and approval by the Board, to enter into and materially amend sub-investment advisory agreements with sub-investment advisers who are not affiliated with the Fund or the Adviser, without obtaining shareholder approval. The Adviser and the Trust have applied for an exemptive order from the SEC (the "Exemptive Order"), which would replace the 2009 Exemptive Order, to permit the Adviser, subject to certain conditions and approval by the Board, to hire and replace sub-investment advisers that are either unaffiliated or are wholly-owned subsidiariesmajority (as defined in the 1940 Act) of the Adviser's ultimate parent company, which is BNY Mellon. The Exemptive Order, like the 2009 Exemptive Order, also would relieveFund’s outstanding voting securities. Therefore, the Fund from disclosing the sub-investment advisory fee paid by the Adviserwill not change its investment strategy to an unaffiliated sub-investment adviser in documents filed with the SEC and provided to shareholders. In addition, pursuant to the Exemptive Order, it would not be necessary to disclose the sub-investment advisory fee payable by the Adviser separately to a sub-investment adviser that is a wholly-owned subsidiary of BNY Mellon in documents filed with the SEC and provided to shareholders; such fees would be aggregated with fees payable to the Adviser. Before the Fund may rely on the 2009 Exemptive Order or the Exemptive Order, however, the proposed "multi-manager" arrangement must be approved by a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. In addition, there is no guarantee that the Exemptive Order will be granted by the SEC.
If the multi-manager arrangement is approved by Fund shareholders, the Adviser will continue to provide investment management of the Fund's portfolio in accordance with the Fund's investment objective and policies, and, subject to review and approval of the Board, will: (i) set the Fund's overall investment strategies; (ii) evaluate, select, and recommend any sub-investment advisers to manage all or a part of the Fund's assets; and (iii) implement procedures reasonably designed to ensure that sub-investment advisers comply with the Fund'snew definition of “government money market fund” or its name, unless shareholders approve revising the investment objective, policies and restrictions. Subject to review byrestriction. If shareholders approve revising the Board,investment restriction as described in the Adviser will (a) when appropriate, allocate and reallocate the Fund's assets among multiple sub-investment advisers; and (b) monitor and evaluate the performance of sub-investment advisers.
Underproposal, the proposed "multi-manager" arrangement,changes will take effect on or about May 1, 2016 (the “Effective Date”). If the Board would evaluate and approve all sub-investment advisory agreements as well as any amendment to an existing sub-investment advisory agreement. In reviewing a new sub-investment advisory agreement or amendment to an existing sub-investment advisory agreement, the Board will consider certain information, including the advisory services to be provided by the sub-investment adviser and the sub-investment adviser's composite performance for other portfolios that were comparable to the Fund with respect to its investment mandate. The Adviser would bear the cost of the sub-investment advisory fee payable to any such sub-investment adviser.
Operation of the Fund under the proposed "multi-manager" arrangement would not: (1) permit the investment advisory fee paid by the Fund to the Adviser to be increased without shareholder approval; or (2) diminish the Adviser's responsibilities to the Fund, including the Adviser's overall responsibility for the portfolio management services furnished by a sub-investment adviser.
Under the "multi-manager" arrangement, shareholders would receive notice of, and information pertaining to, any new sub-investment advisory agreement. In particular, except as modified by the 2009 Exemptive Order or the Exemptive Order, as applicable, shareholders would receive the same information about a new sub-investment advisory agreement and a new sub-investment adviser that they would receive in a proxy statement related to their approval of a new sub-investment advisory agreement in the absence of a "multi-manager" arrangement.
If Proposal 1proposal is not approved by shareholders, the shareholdersBoard may consider other options for the Fund, including liquidation of the Fund,Fund.
The Fund’s Proposed Investment Strategy
Subject to shareholder approval wouldof the proposal, as of the Effective Date, the Fund normally will invest at least 99.5% of its total assets in securities issued or guaranteed by the U.S. government or its agencies or instrumentalities, including those with fixed or floating rates of interest, repurchase agreements (including tri-party repurchase agreements) collateralized solely by cash and/or government securities, and cash. To pursue its goal, the Fund will normally invest at least 80% of its net assets in securities issued or guaranteed by the U.S. government and repurchase agreements in respect of such securities. The securities issued by the U.S. government or its agencies or instrumentalities in which the Fund will invest include those backed by the full faith and credit of the U.S. government and those that are neither insured nor guaranteed by the U.S. government.
The Fund will remain subject to the maturity, quality, liquidity and diversification requirements of Rule 2a-7 under the 1940 Act, and will continue to seek to maintain a stable $1.00 price per share. The Fund also will continue to be required for the Adviser to enterhold at least 30% of its assets in cash, U.S. Treasury securities, certain other government securities with remaining maturities of 60 days or less, or securities that can readily be converted into or materially amend a sub-investment advisory agreement with respect tocash within five business days. In addition, the Fund such as the approval being soughtwill continue to be required to hold at least 10% of its assets in Proposal 2. In addition, even if Proposal 1 is approvedcash, U.S. Treasury securities, or securities that can readily be converted into cash within one business day. The Fund will be limited to holding no more than 0.5% of its assets in securities other than government securities, repurchase agreements collateralized solely by the shareholderscash and/or government securities, or cash. The maximum weighted average maturity of the Fund’s portfolio will remain 60 days and the maximum weighted average life to maturity of the Fund’s portfolio will remain 120 days.
In response to liquidity needs or unusual market conditions, the Fund shareholder approval wouldwill continue to be requiredable to hold all or a significant portion of its total assets in cash for temporary defensive purposes. This may result in a lower current yield and prevent the Adviser to enter into or materially amend a sub-investment advisory agreement with a sub-adviser that is a wholly-owned subsidiaryFund from achieving its investment objective.
As of the Adviser's ultimate parent company, BNY Mellon, until the Exemptive Order is granted by the SEC.
Additional Information About the Adviser
The Adviser, located at 200 Park Avenue, New York, New York 10166, serves as investment adviser toEffective Date, the Fund will continue to be subject to interest rate risk, liquidity risk, regulatory risk, government securities risk, and repurchase agreement counterparty risk, but will no longer be subject to credit risk, banking industry risk, foreign investment risk and municipal securities risk, all of which are described in the supervisionFund’s current prospectus.
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| PROPOSAL: | TO APPROVE REVISING A FUNDAMENTAL INVESTMENT RESTRICTION THAT REQUIRES THE FUND, UNDER NORMAL MARKET CONDITIONS, TO INVEST AT LEAST 25% OF ITS ASSETS IN SECURITIES ISSUED BY BANKS |
The Fund has adopted the following investment restriction as a fundamental policy, which can only be changed or removed by a vote of the Board. Fund’s shareholders:
The Adviser is a divisionFund may not invest less than 25% of Dreyfus. Foundedits total assets in 1947, Dreyfus manages approximately $238 billion in 183 mutual fund portfolios. Dreyfus is a wholly-owned subsidiary of BNY Mellon and is the primary mutual fund business of BNY Mellon, a global financial services company focused on helping clients manage and service their financial assets, operating in 36 countries and servingsecurities issued by banks or invest more than 100 markets. BNY Mellon is a leading investment management and investment services company, uniquely focused to help clients manage and move their financial25% of its total assets in the rapidlysecurities of issuers in any other industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Notwithstanding the foregoing, for temporary defensive purposes, the Fund may invest less than 25% of its assets in bank obligations.
Since this restriction prevents the Fund from investing 99.5% of its total assets in securities issued or guaranteed by the U.S. government, repurchase agreements collateralized solely by cash and/or government securities, and cash, and, thus, prevents the Fund from changing global marketplace. BNY Mellon has $27.1 trillion in assets under custody and administration and $1.3 trillion in assets under management. BNY Mellon isits investment strategy so that the corporate brand of The Bank of New York Mellon Corporation. BNY Mellon Investment Management is one of the world's leading investment management organizations, and one of the top U.S. wealth managers, encompassing BNY Mellon's affiliated investment management firms, wealth management services and global distribution companies. Additional information is available at www.bnymellon.com.
Pursuant to an Investment Advisory AgreementFund will comply with the Trust, dated June 14, 2000,new definition of “government money market fund,” the Board has approved, and recommends that shareholders approve, revise the investment restriction as amended September 15, 2011 (the "Investment Advisory Agreement"),follows:
The Fund may not invest more than 25% of its total assets in the securities of issuers in any industry, provided that there shall be no limitation on the purchase of obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
* * *
Required Vote and subject to the supervision andBoard’s Recommendation
The approval of the Board,proposal requires the Adviser provides investment management of the Fund's portfolio in accordance with the Fund's investment objective and policies as stated in the Fund's prospectus and statement of additional information as from time to time in effect. In connection therewith, the Adviser supervises the Fund's investments and conducts or supervises a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets. The Adviser furnishes to the Fund such statistical information, with respect to the investments which the Fund may hold or contemplate purchasing, as the Fund may reasonably request. The Investment Advisory Agreement permits the Adviser to enter into sub-investment advisory agreements with one or more sub-investment advisers. The Investment Advisory Agreement is subject to annual approval by (i) the Board or (ii)affirmative vote of a majority of the Fund'sFund’s outstanding voting securities (asas defined in the 1940 Act), provided that in either event the continuance also is approved by a majority of the Trustees who are not "interested persons" (as that term is defined in the 1940 Act) of the Fund or the Adviser (the "Independent Trustees"), by vote cast in person at a meeting called for the purpose of voting on such approval. The Investment Advisory Agreement is terminable without penalty, on 60 days' notice, by the Board or by vote of the holders of a majority of the Fund's outstanding voting securities, or, upon not less than 90 days' notice, by the Adviser. The Investment Advisory Agreement will terminate automatically in the event of its assignment (as defined in the 1940 Act). The Investment Advisory Agreement provides that the Adviser shall exercise its best judgment in rendering services to the Fund and that the Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund, except by reason of willful misfeasance, bad faith or gross negligence in the performance of the Adviser's duties, or by reason of the Adviser's reckless disregard of its obligations and duties, under the Investment Advisory Agreement. The Investment Advisory Agreement was last approved by the Board at a meeting held on March 13-14, 2012, and by the Trust's initial shareholder on June 14, 2000. A discussion regarding the basis for the Board approving the Investment Advisory Agreement is available in the Fund's annual report for the fiscal year ended August 31, 2012. The Fund has agreed to pay the Adviser an investment advisory fee at the annual rate of .75% of the value of the Fund's average daily net assets. For the fiscal year ended August 31, 2012, the Fund paid the Adviser an investment advisory fee of $9,216,050.
The following persons are officers and/or directors of Dreyfus: Jonathan Baum, Chair of the Board and Chief Executive Officer; J. Charles Cardona, President and a director; Diane P. Durnin, Vice Chair and a director; Christopher Sheldon, Chief Investment Officer, Executive Vice President and a director; Bradley J. Skapyak, Chief Operating Officer and a director; Dwight Jacobsen, Executive Vice President and a director; Patrice M. Kozlowski, Senior Vice President–Corporate Communications; Gary E. Abbs, Vice President–Tax; Jill Gill, Vice President–Human Resources; Joanne S. Huber, Vice President–Tax; Anthony Mayo, Vice President–Information Systems; Kathleen Geis, Vice President; John E. Lane, Vice President; Dean M. Steigauf, Vice President; Gary Pierce, Controller; Joseph W. Connolly, Chief Compliance Officer; John Pak, Chief Legal Officer; Christopher O'Connor, Chief Administrative Officer; James Bitetto, Secretary; and Robert G. Capone, Mitchell E. Harris and Cynthia Fryer Steer, directors. Messrs. Connolly and Bitetto also serve as officers of the Trust. Mr. Connolly serves as Chief Compliance Officer and Mr. Bitetto serves as Vice President and Assistant Secretary of the Trust. No other officers or directors of Dreyfus serve as officers or Trustees of the Trust. The address of each officer and/or director of Dreyfus is 200 Park Avenue, New York, New York 10166.
Required Vote and the Board's Recommendation
The "multi-manager" arrangement cannot be implemented unless approved at the Meeting, or any adjournment(s) thereof, by a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. Such a majorityAct, which means the affirmative votelesser of the holders of (a)(i) 67% or more of the shares of the Fundvoting securities present in person or(or represented by proxy,proxy) at the Meeting, if the holders of more than 50% of the outstanding sharesvoting securities of the Fund are so present (or represented by proxy) at the Meeting, or (b)(ii) more than 50% of the outstanding sharesvoting securities of the Fund, whichever is less.
Fund.
THE BOARD, ALL OF WHOSE MEMBERS ARE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND
VOTE "FOR" THE
“FOR” APPROVAL OF THIS PROPOSAL 1.
PROPOSAL 2
APPROVAL OF A NEW SUB-INVESTMENT ADVISORY AGREEMENT WITH
GENEVA CAPITAL MANAGEMENT LTD. ("GENEVA")
At a meeting of the Board held in December 2012 (the "Board Meeting"), the Board approved, subject to shareholder approval, Geneva to serve as an additional sub-investment adviser for the Fund. Geneva is not affiliated with the Adviser, and Geneva would discharge its responsibilities subject to the oversight and supervision of the Adviser. Under the proposed Sub-Investment Advisory Agreement between the Adviser and Geneva (the "Geneva Sub-Advisory Agreement"), a form of which is attached as Exhibit A hereto, the Adviser, and not the Fund, compensates Geneva out of the fee the Adviser receives from the Fund. There will be no increase in the advisory fee paid by the Fund to the Adviser as a consequence of the appointment of Geneva or the implementation of the Geneva Sub-Advisory Agreement. The fee paid by the Adviser to Geneva depends upon the fee rates negotiated by the Adviser and on the percentage of the Fund's assets allocated to Geneva. If Proposal 2 is approved, the target percentage of the Fund's assets that the Adviser currently intends to allocate to Geneva is approximately 15%. The Adviser will have the discretion to change the target allocation when the Adviser deems it appropriate.
Information About Geneva
Geneva, located at 100 East Wisconsin Avenue, Suite 2550, Milwaukee, Wisconsin 53202, is a Wisconsin corporation founded in January 1987. As of September 30, 2012, Geneva had approximately $3.7 billion in assets under management.
If the Geneva Sub-Advisory Agreement is approved by shareholders, Geneva will seek to identify high quality companies with low leverage, superior management, leadership positions within their industries, and a consistent, sustainable record of growth in managing its allocated portion of the Fund's assets. In selecting stocks, Geneva emphasizes bottom-up fundamental analysis to develop an understanding of a company supplemented by top-down considerations which include reviewing general economic and market trends and analyzing their effect on various industries. Geneva also seeks to screen out high risk ideas, such as turnaround stories, initial public offerings and companies that are highly leveraged, non-U.S. based, or do not have earnings. Geneva's objective is to find companies that perform well over long periods of time. Portfolio managers occasionally trim positions to take profits and maintain diversification, while using a proprietary valuation model that adds discipline to the investment process. Geneva generally will sell a stock if it perceives a major change in the long-term outlook for the company or its industry, the stock becomes extremely overvalued based on Geneva's proprietary valuation model, or for portfolio diversification.
If the Geneva Sub-Advisory Agreement is approved by shareholders, William A. Priebe, CFA, Amy S. Croen, CFA, Michelle J. Picard, CFA and William Scott Priebe will be responsible for the day-to-day management of the portion of the Fund's assets allocated to Geneva. Mr. William A. Priebe and Ms. Croen are managing principals and portfolio managers with Geneva, which they co-founded. Ms. Picard is managing principal and portfolio manager with Geneva, where she has been employed since 1999. Mr. William Scott Priebe is managing principal and portfolio manager with Geneva, where he has been employed since 2004. Each member of the Geneva investment team is responsible for both research and portfolio management functions.
Geneva currently serves as sub-investment adviser to the following investment companies, which have similar investment objectives and similar investment policies as the Fund.
Name of Investment Company | Net Assets
(as of 10/31/12)
| Management Fee Rate |
| | |
HighMark Funds Geneva Mid Cap Growth Fund | $993 million | * |
| | |
Northern Funds Multi-Manager Mid Cap Fund | $178 million | * |
____________________
| * The Management Fee Rate is not disclosed pursuant to reliance on an exemptive order granted by the SEC, which permits sub-investment advisory fees to be disclosed only in the aggregate for multiple sub-investment advisers in a manager of managers arrangement.
|
The names and principal occupations of the principal executive officers of Geneva are: Amy S. Croen, Michelle J. Picard, William A. Priebe and William Scott Priebe, Managing Principals, and Kris Amborn, Chief Compliance Officer and Chief Operating Officer. Geneva is controlled by Amy S. Croen, Linda J. Priebe and William A. Priebe through their direct and/or indirect ownership interests in Geneva. Each of Michelle J. Picard, William Scott Priebe and Lindsay K. Priebe also have direct and/or indirect ownership interests in Geneva ranging between 10% and 25%. The address of each person listed above, as it relates to the person's position with Geneva, is 100 East Wisconsin Avenue, Suite 2550, Milwaukee, Wisconsin 53202.
Proposed Sub-Investment Advisory Agreement with Geneva
The following discussion is a description of the material terms of the Geneva Sub-Advisory Agreement. This description is qualified in its entirety by reference to the form of the Geneva Sub-Advisory Agreement contained in Exhibit A to this Proxy Statement.
The Geneva Sub-Advisory Agreement provides that, subject to the supervision and approval of the Adviser and the Board, Geneva will provide investment management to the portion of the Fund's assets which may be assigned to it from time to time by the Adviser. Geneva, among other duties, will obtain and provide investment research and conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the Fund's assets allocated to it, including the placing of portfolio transactions for execution with brokers. Geneva also will perform limited non-management services in connection with the management of its allocated portion of the Fund's assets. The Geneva Sub-Advisory Agreement provides that Geneva will not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund or the Adviser, except by reason of willful misfeasance, bad faith or gross negligence in the performance of Geneva's duties, or by reason of Geneva's reckless disregard of its obligations and duties, under the Geneva Sub-Advisory Agreement.
Geneva will be compensated from the fee that the Adviser receives from the Fund. There will be no increase in the advisory fee paid by the Fund to the Adviser as a consequence of the addition of Geneva or the implementation of the Geneva Sub-Advisory Agreement. Geneva generally will bear all expenses in connection with the performance of its services under the Geneva Sub-Advisory Agreement. All other expenses to be incurred in the operation of the Fund (other than those borne by the Adviser) will be borne by the Fund.
In accordance with the Geneva Sub-Advisory Agreement and procedures adopted by the Board, Geneva may effect Fund portfolio transactions through a broker affiliated with the Fund, the Adviser or Geneva, and the affiliated broker may receive brokerage commissions in connection therewith as permitted by applicable law.
The Geneva Sub-Advisory Agreement is subject to annual approval by the Board, including a majority of the Independent Trustees. The Geneva Sub-Advisory Agreement is terminable without penalty by: (i) the Adviser on 60 days' notice to Geneva; (ii) the Board or by vote of the holders of a majority of the Fund's outstanding voting securities on 60 days' notice to Geneva; or (iii) Geneva on not less than 90 days' notice to the Fund and the Adviser. The Geneva Sub-Advisory Agreement provides that it will terminate automatically in the event of its assignment. In addition, the Geneva Sub-Advisory Agreement provides that it will terminate if the Investment Advisory Agreement terminates for any reason.
Considerations of the Board
At the Board Meeting, the Adviser recommended the appointment of Geneva to serve as an additional sub-investment adviser for the Fund. The recommendation of Geneva was based on, among other information, the Adviser's review and due diligence report relating to Geneva and its investment advisory services. In the opinion of the Adviser, the proposed allocation to Geneva of a portion of the Fund's assets, with no increase in the advisory fee paid by the Fund, would be in the best interests of the Fund's shareholders.
At the Board Meeting, the Board, all of whose members are Independent Trustees, considered and approved the Geneva Sub-Advisory Agreement. In determining whether to approve the Geneva Sub-Advisory Agreement, the Board considered the due diligence materials prepared by the Adviser and other information received in advance of the Board Meeting, which was comprised of: (i) a copy of the Geneva Sub-Advisory Agreement between the Adviser and Geneva; (ii) information regarding the process by which the Adviser selected and recommended Geneva for Board approval; (iii) information regarding the nature, extent and quality of the services Geneva would provide to the Fund; (iv) information regarding Geneva's investment process, reputation, investment management business, personnel, and operations; (v) information regarding Geneva's brokerage and trading policies and practices; (vi) information regarding the level of sub-investment advisory fee to be charged by Geneva; (vii) information regarding Geneva's compliance program; (viii) information regarding Geneva's historical performance returns managing investment mandates similar to the Fund's investment mandate for the portion of the Fund's assets to be allocated to Geneva, with such performance compared to relevant indices; and (ix) information regarding Geneva's financial condition. The Board also considered the substance of discussions with representatives of the Adviser at the Board Meeting. Additionally, the Board reviewed materials supplied by counsel that were prepared for use by the Board in fulfilling its duties under the 1940 Act.
Nature, Extent and Quality of Services to be Provided by Geneva. In examining the nature, extent and quality of the services to be provided by Geneva to the Fund, the Board considered (i) Geneva's organization, history, reputation, qualification and background, as well as the qualifications of its personnel; (ii) its expertise in providing portfolio management services to other similar investment portfolios and the performance history of those portfolios; (iii) its proposed investment strategy for the Fund; (iv) its long- and short-term performance relative to comparable mutual funds and unmanaged indices; and (v) its compliance program. The Board specifically took into account Geneva's investment process and research resources and capabilities, evaluating how Geneva would complement the Adviser and the other strategies for the Fund and the Fund's other sub-investment adviser. The Board also discussed the acceptability of the terms of the Geneva Sub-Advisory Agreement. The Board also considered the review process undertaken by the Adviser, and the Adviser's favorable assessment of the nature and quality of the sub-investment advisory services expected to be provided to the Fund by Geneva. The Board concluded that the Fund will benefit from the quality and experience of Geneva's investment professionals. Based on their consideration and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by Geneva were adequate and appropriate in light of Geneva's experience in managing mid cap equity assets, Geneva's portfolio management and research resources to be applied in managing a portion of the Fund's portfolio, and the Adviser's recommendation to engage Geneva, and supported a decision to approve the Geneva Sub-Advisory Agreement.
Investment Performance of Geneva. Because Geneva would be a new sub-investment adviser for the Fund, the Board could not consider Geneva's investment performance in managing a portion of the Fund's portfolio as a factor in evaluating the Geneva Sub-Advisory Agreement during the Board Meeting. However, the Board did review Geneva's historical performance record in managing other portfolios that were comparable to the Fund with respect to its investment mandate. The Board also discussed with representatives of the Adviser the investment strategies to be employed by Geneva in the management of its portion of the Fund's assets. The Board noted Geneva's reputation and experience with respect to growth-oriented mid cap equity investing, each portfolio manager's experience in selecting mid cap growth stocks, and the Adviser's experience in selecting, evaluating, and overseeing investment managers. Based on these factors, the Board supported a decision to approve the Geneva Sub-Advisory Agreement.
Costs of Services to be Provided. The Board considered the proposed fee payable under the Geneva Sub-Advisory Agreement, noting that the proposed fee would be paid by the Adviser, and not the Fund, and, thus, would not impact the fees paid by the Fund. The Board concluded that the proposed fee payable to Geneva by the Adviser with respect to the assets to be allocated to Geneva in its capacity as sub-investment adviser was reasonable and appropriate.
Profitability and Economies of Scale to be Realized. The Board recognized that, because Geneva's fee would be paid by the Adviser, and not the Fund, an analysis of economies of scale and profitability was more appropriate in the context of the Board's consideration of the Investment Advisory Agreement. Accordingly, considerations of profitability and economies of scale with respect to Geneva were not relevant to the Board's determination to approve the Geneva Sub-Advisory Agreement.
The Board also considered whether there were any ancillary benefits that may accrue to Geneva as a result of Geneva's relationship with the Fund. The Board concluded that Geneva may direct Fund brokerage transactions to certain brokers to obtain research and other services. However, the Board noted that Geneva was required to select brokers who met the Fund's requirements for seeking best execution, and that the Adviser monitored and evaluated Geneva's trade execution with respect to Fund brokerage transactions on a quarterly basis and provided reports to the Board on these matters. The Board concluded that the benefits that were expected to accrue to Geneva by virtue of its relationship with the Fund were reasonable.
In considering the materials and information described above, the Independent Trustees received assistance from, and met separately with, their independent legal counsel, and were provided with a written description of their statutory responsibilities and the legal standards that are applicable to the approval of investment advisory and sub-investment advisory agreements.
After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board, all of whose members are Independent Trustees, with the assistance of independent legal counsel, concluded that the initial approval of the Geneva Sub-Advisory Agreement was in the best interests of the Fund, and approved the Geneva Sub-Advisory Agreement for the Fund.
Required Vote and the Board's Recommendation
The Geneva Sub-Advisory Agreement cannot be implemented unless approved at the Meeting, or any adjournment(s) thereof, by a majority of the outstanding voting securities (as defined in the 1940 Act) of the Fund. Such a majority means the affirmative vote of the holders of (a) 67% or more of the shares of the Fund present, in person or by proxy, at the Meeting, if the holders of more than 50% of the outstanding shares are so present, or (b) more than 50% of the outstanding shares of the Fund, whichever is less.
THE BOARD, ALL OF WHOSE MEMBERS ARE INDEPENDENT TRUSTEES,
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS OF THE FUND
VOTE "FOR" THE APPROVAL OF THIS PROPOSAL 2.
PROPOSAL.
* * *
VOTING INFORMATION
Proxies, Quorum and Voting at the Meeting
Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and if no voting instructions are given, shares will be voted "FOR"“FOR” the proposals.proposal. If a proxy is properly executed and returned marked with an abstention 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 Fund shares and the broker or nominee does not have discretionary power to vote on the proposals)proposal) (together, "abstentions"“abstentions”), the Fund 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. Abstentions will not constitute a vote in favor of a“FOR” the proposal. For this reason, abstentions will have the effect of a "no"“no” vote for the purpose of obtaining the requisite approval for each of Proposals 1 and 2.vote to approve the proposal.
A quorum is constituted for the Fund by the presence in person or by proxy of the holders of thirty percent (30%) of the Fund'sFund’s outstanding shares entitled to vote at the Meeting. If a quorum is not present at the Meeting, or if a quorum is present but sufficient votes to approve athe proposal are not received, the persons named as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies.proxies for the Fund. In determining whether to adjourn the Meeting, the following factors may be considered: the nature of the proposal, the percentage of favorable votes actually cast, the percentage of negative votes actually cast, the nature of any further solicitation and the information to be provided to Fund shareholders with respect to the reasons for the solicitation. Any adjournment will require the affirmative vote by the holders of a majority of thosethe Fund’s shares affected by the adjournmenteligible to vote that are represented at the Meeting in person or by proxy. If a quorum is present, the persons named as proxies will vote those proxies which they are entitled to vote "FOR"“FOR” the proposal in favor of such adjournment, and will vote those proxies required to be voted "AGAINST"“AGAINST” the proposal against any adjournment.
With respect to Fund shares for which the Adviser BNY Mellon Wealth Management or its affiliate hasaffiliates have voting authority, such shares will be voted in accordance with the recommendation of an independent fiduciary.
With respect to Dreyfus-sponsored individual retirement accounts sponsored by the Adviser ("IRAs"(“IRAs”), the Individual Retirement Custodial Account Agreement governing the IRAs requires The Bank of New York Mellon ("BNYM"(“BNYM”), as the custodian of the IRAs, to vote Fund shares held in such IRAs in accordance with the IRA shareholder'sshareholder’s instructions. However, if no voting instructions are received, BNYM may vote Fund shares held in the IRA in the same proportions as the Fund shares for which voting instructions are received from other IRA shareholders. Therefore, if an IRA shareholder does not provide voting instructions prior to the Meeting, BNYM will vote the IRA shares “FOR”, “AGAINST” or “ABSTAIN” in the same proportions as it votes the shares for which properly conveyed instructions are timely received from other IRA shareholders.
Methods of Solicitation and Expenses
The cost of preparing, assembling and mailing this Proxy Statement and the attached Notice of Special Meeting of Shareholders and the accompanying proxy card, which is expected to total approximately $40,000, $25,000, will be borne by Dreyfus, and not the Fund.Fund. In addition to the use of the mail, proxies may be solicited personally or by telephone, and the FundDreyfus may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals.
Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder'sshareholder’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 Proxy Statement and proxy card. 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 submitting a new proxy to the Fund or by attending the Meeting and voting in person.
* * *
ADDITIONAL INFORMATION
To Obtain Additional Information
Wealth Management Clients, please contact your Account Officer or call 1-888-281-7350. BNY Mellon Wealth Brokerage Clients, please contact your financial advisor or call 1-800-830-0549--Option 2 for BNY Mellon Wealth Management Direct or Option 3 for BNY Mellon Wealth Advisors. Individual account holders, please call Dreyfus at 1-800-DREYFUS (inside the U.S. only). Participants in Qualified Employee Benefit Plans, please contact your plan sponsor or administrator or call 1-877-774-0327.
Information about Other Fund Service Providers
BNY Mellon Fund Advisers, a division of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the Fund’s investment adviser pursuant to an investment advisory agreement with the Trust.
BNYM, an affiliate of Dreyfus, located at 225 Liberty Street, New York, New York 10286, serves as the Fund’s administrator pursuant to an administration agreement with the Trust. Dreyfus serves as the Fund’s sub-administrator pursuant to a sub-administration agreement with BNYM.
MBSC Securities Corporation, ("MBSC"), a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the Fund’s distributor (i.e.(i.e., principal underwriter) of the Fund's shares pursuant to a distribution agreement between with the Trust and MBSC.
BNYM, an affiliate of Dreyfus, located at One Wall Street, New York, New York 10286, serves as administrator for the Fund pursuant to an administration agreement with the Trust. Dreyfus serves as sub-administrator for the Fund pursuant to a sub-administration agreement with BNYM. For the fiscal year ended August 31, 2012, the Fund paid BNYM, as administrator, an administration fee of $1,530,277.
.
Dreyfus Transfer, Inc., a wholly-owned subsidiary of Dreyfus, located at 200 Park Avenue, New York, New York 10166, serves as the Fund'sFund’s transfer and dividend disbursing agent. For these services, Dreyfus Transfer, Inc. receives from BNYM a monthly fee computed on the basis of the number of shareholder accounts it maintains for the Trust during the month, and is reimbursed by BNYM for certain out-of-pocket expenses.
Payments to Affiliated Brokers
During the Fund's most recent fiscal year ended August 31, 2012, the Fund did not pay any commissions to affiliated brokers.
Certain Beneficial Ownership
As of October 31, 2012,February 8, 2016, the Fund had 102,536,215.254333,953,614.060 Class M shares and 2,121,898.7239,335,181.670 Investor shares issued and outstanding. Set forth below is information as to those shareholders known by the Trust to own of record or beneficially 5% or more of the indicated class of the Fund'sFund’s outstanding voting securities as of October 31, 2012.February 8, 2016.
Name and Address of Shareholder | Amount of Outstanding Shares Held | Percentage of Outstanding Shares of Class Held |
| | | |
| Class M | | |
| | | |
SEI Private Trust Company Attn: Mutual Funds One Freedom Valley Drive Oaks, PA 19456-9989 | 100,414,972.288 | 97.9312% |
| | | |
| Investor | | |
| | | |
Pershing LLC P.O. Box 2052 Jersey City, NJ 07303-2052 | 384,968.178 | 18.1426% |
| | | |
National Financial Services LLC FEBO Its Clients 82 Devonshire Street Boston, MA 02109-3605 | 266,527.084 | 12.5608% |
| | | |
UBS WM USA 499 Washington Blvd. Jersey City, NJ 07310-1995 | 126,566.352 | 5.9648% |
| | | |
Reliance Trust FBO Its Clients P.O. Box 48529 Atlanta, GA 30362-1529 | 122,155.696 | 5.7569% |
Name and Address of Shareholder | Amount of
Outstanding Shares Held | Percentage of Outstanding
Shares of Class Held |
| | | |
| Class M | | |
The Bank of New York Mellon 225 Liberty Street New York, NY 10286 | 333,950,598.470 | 99.99% |
| | | |
| Investor | | |
Pershing LLC Attn: Cash Management Department One Pershing Plaza Jersey City, NJ 07399 | 7,429,338.710 | 79.58% |
| | | |
Mac & Co. Omnibus Mellon Private Wealth Management Attn: Mutual Fund Operations P.O. Box 534005 Pittsburgh, PA 15253 | 1,900,025.430 | 20.35% |
Under the 1940 Act, a shareholder that beneficially owns, directly or indirectly, more than 25% of the Fund'sFund’s voting securities may be deemed a "control person"“control person” (as defined in the 1940 Act) of the Fund.
As of October 31, 2012, Kevin C. Phelan and Patrick J. Purcell, each a Trustee of the Trust, owned 7,928.426 and 463.252 Class M shares of the Fund, respectively, representing in the aggregate less than 1% of the Fund's outstanding shares. As of October 31, 2012,February 8, 2016, no other Trustees or officers of the Trust owned any shares of the Fund.
Notice to Banks, Broker/Dealers and Voting Trustees and their Nominees
Please advise the Trust, in care of Dreyfus Institutional Department, P.O. Box 9882, Providence, RI 02940-8082, 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 you wish to receive in order to supply copies to the beneficial owners of Fund shares.
* * *
OTHER MATTERS
The Board is not aware of any other matters which may come before the Meeting. However, should any such matters properly come before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their judgment on such matters.
The Trust does not hold annual meetings.meetings of shareholders. Shareholders wishing to submit proposals for inclusion in a proxy statement for the Trust'sTrust’s next shareholder meeting subsequent to this Meeting, if any, must submit such proposals a reasonable period of time before the Trust begins to print and mail the proxy materials for such meeting.meeting and meet certain other requirements. Under the proxy rules of the SEC, shareholder proposals meeting requirements contained in those rules may, under certain conditions, be included in the Trust’s proxy materials for a particular meeting of shareholders. One of these conditions relates to the timely receipt by the Trust of any such proposal. The fact that the Trust receives a shareholder proposal in a timely manner does not, however, ensure its inclusion in proxy materials since there are other requirements in the proxy rules relating to such inclusion.
NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Trust, in care of Dreyfus Institutional Department, P.O. Box 9882, Providence, Rhode Island 02940-8082, 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 you wish to receive in order to supply copies to the beneficial owners of Fund shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING IN PERSON ARE URGED TO COMPLETE, DATE, SIGN DATE AND RETURN THE PROXY CARD IN THE ENCLOSED STAMPEDPOSTAGE-PAID ENVELOPE OR OTHERWISE VOTE PROMPTLY.
Dated: January 15, 2013
EXHIBIT AFebruary 19, 2016
FORM OF
SUB-INVESTMENT ADVISORY AGREEMENT WITH GENEVA
SUB-INVESTMENT ADVISORY AGREEMENT
BNY Mellon Fund Advisers, a division of
THE DREYFUS CORPORATION
200 Park Avenue
New York, New York 10166
[____________], 2013
Geneva Capital Management Ltd.
100 East Wisconsin Avenue, Suite 2550
Milwaukee, Wisconsin 53202
Ladies and Gentlemen:
As you are aware, BNY Mellon Funds Trust (the "Fund") desires to employ the capital of the series named on Schedule 1 hereto, as such Schedule may be revised from time to time (each, a "Series"), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Series' Prospectus and Statement of Additional Information as from time to time in effect, copies of which have been or will be submitted to you, and in such manner and to such extent as from time to time may be approved by the Fund's Board. The Fund employs BNY Mellon Fund Advisers, a division of The Dreyfus Corporation (the "Adviser"), to act as the Fund's investment adviser pursuant to a written agreement (the "Investment Advisory Agreement"), a copy of which has been furnished to you. The Adviser is authorized to and desires to retain you, and you hereby agree to accept such retention, to act as the Series' sub-investment adviser with respect to that portion of the Series' assets which may be assigned to you from time to time by the Adviser (the "sub-advised assets").
In connection with your serving as sub-investment adviser to the Series, it is understood that from time to time you will employ or associate with yourself such person or persons as you may believe to be particularly fitted to assist you in the performance of this Agreement. Such person or persons may be officers or employees of both you and the Fund. The compensation of such person or persons shall be paid by you and no obligation may be incurred on the Fund's behalf in any such respect.
Subject to the supervision and approval of the Adviser and the Fund's Board, you will provide investment management of the sub-advised assets. Your advisory duties and responsibilities hereunder shall pertain only to the sub-advised assets. You will provide such investment management in accordance with the Series' investment objective(s), policies and limitations as stated in the Series' Prospectus and Statement of Additional Information as from time to time, or in any supplements thereto, in effect and provided to you. In connection therewith, you (i) will obtain and provide investment research and supervise the Series' investments with respect to the sub-advised assets and (ii) will conduct a continuous program of investment, evaluation and, if appropriate, sale and reinvestment of the sub-advised assets, including the placing of portfolio transactions for execution with brokers. You agree that, in placing any orders with selected brokers, you will attempt to obtain the best net result in terms of price and execution. Consistent with this obligation and in accordance with applicable securities laws, you, in your discretion, may purchase and sell portfolio securities from and to brokers who provide the Series, the Adviser's other clients, or your other clients with research, analysis, advice and similar services. You may pay to brokers, in return for such research and analysis, a higher commission than may be charged by other brokers, subject to your good faith determination that such commission is reasonable in terms either of the particular transaction or of your overall responsibility to the Series, the Fund and your other clients and that the total commissions paid by the Series will be reasonable in relation to the benefits to the Series over the long term and, if applicable, subject to compliance with Section 28(e) of the Securities Exchange Act of 1934, as amended. Such authorization is subject to termination at any time by the Fund's Board for any reason. In addition, you are authorized to allocate purchase and sale orders for portfolio securities to brokers that are affiliated with you, the Adviser, the Series' principal underwriter or other sub-advisers to the Series if you believe that the quality of the transaction and the commission are comparable to what they would be with other qualified firms, and provided that the transactions are consistent with the Fund's Rule 17e-1 procedures. In no instance may portfolio securities be purchased from or sold to you, the Adviser, any other sub-adviser to the Series, the Series' principal underwriter or any person affiliated with you, the Adviser, any other sub-adviser to the Series, the Series' principal underwriter or the Series, except in accordance with the applicable securities laws and the rules and regulations thereunder, including Rules 17a-7 and 17a-10 under the Investment Company Act of 1940, as amended, and any exemptive order then currently in effect. The Adviser will periodically provide you with a list of the affiliates of the Adviser or the Series to which investment restrictions apply, and will specifically identify in writing (a) all publicly traded companies in which the Series may not invest, together with ticker symbols for all such companies, and (b) any affiliated brokers and any restrictions that apply to the use of those brokers by the Series.
Proxies of companies whose shares are part of the sub-advised assets shall be voted as described in the Series' Prospectus and Statement of Additional Information, and you shall not be required to assume any responsibility for the voting of such proxies without your prior consent. You are authorized and agree to act on behalf of the Series with respect to any reorganizations, exchange offers and other voluntary corporate actions in connection with securities held in the sub-advised assets in such manner as you deem advisable, unless the Series or the Adviser otherwise specifically directs in writing. You shall have no responsibility with respect to the collection of income, physical acquisition or the safekeeping of the Series' assets. The Adviser shall furnish you with copies of the Series' Prospectuses, Statements of Additional Information and shareholder reports. You will be provided the opportunity to review and approve any description of you set forth in the Series' Prospectus, Statement of Additional Information and shareholder reports.
You will furnish to the Adviser or the Fund such information, with respect to the investments which the Series may hold or contemplate purchasing in connection with the sub-advised assets, as the Adviser or the Fund may reasonably request. The Fund and the Adviser wish to be informed of important developments materially affecting the sub-advised assets and shall expect you, on your own initiative, to furnish to the Fund or the Adviser from time to time such information as you may believe appropriate for this purpose. In connection therewith, you will notify the Adviser if you become aware of any securities litigation class actions or settlements affecting the investments which the Series may hold or may have held in the sub-advised assets. Upon reasonable request, you will make available your officers and employees to meet with the Fund's Board and/or the Adviser to review the sub-advised assets.
You will maintain all required books and records with respect to the securities transactions of the Series for the sub-advised assets, and will furnish the Fund's Board and the Adviser with such periodic and special reports as the Fund's Board or the Adviser reasonably may request. You hereby agree that all records which you maintain for the Fund or the Adviser are the property of the Fund or the Adviser, and agree to preserve for the periods prescribed by applicable law any records which you maintain for the Fund or the Adviser and which are required to be maintained, and further agree to surrender promptly to the Fund or the Adviser any records which you maintain for the Fund or the Adviser upon request by the Fund or the Adviser, provided that you shall have reasonable opportunity to create and maintain copies of applicable records.
The Adviser and you each agree to comply with applicable laws, rules and regulations, including the Investment Advisers Act of 1940, as amended, and the Investment Company Act of 1940, as amended. You will promptly notify the Fund's Chief Compliance Officer (a) in the event the Securities and Exchange Commission or other governmental authority has censured you, placed limitations upon your activities, functions or operations, suspended or revoked your registration, as an investment adviser, or has commenced proceedings or an investigation that may result in any of these actions; or (b) upon becoming aware of any material fact relating to you that is not contained in the Series' Prospectus, and is required to be stated therein or necessary to make the statements therein not misleading, or of any statement contained therein that becomes untrue in any material respect. Upon request, and in accordance with the scope of your obligations and responsibilities contained in this Agreement, you will provide reasonable assistance to the Fund in connection with the Series' compliance with applicable provisions of the Sarbanes-Oxley Act of 2002 and the rules and regulations thereunder, and Rule 38a-1 under the Investment Company Act of 1940, as amended. Such assistance shall include, but not be limited to, (i) certifying periodically, upon the request of the Fund's Chief Compliance Officer, that you are in compliance with all applicable "federal securities laws", as required by Rule 38a-1 under the Investment Company Act of 1940, as amended, and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended; (ii) facilitating and cooperating with the Fund's Chief Compliance Officer to evaluate the effectiveness of your compliance controls; (iii) providing the Fund's Chief Compliance Officer with direct access to your compliance personnel; (iv) providing the Fund's Chief Compliance Officer with periodic reports; and (v) promptly providing the Fund's Chief Compliance Officer with special reports in the event of material compliance violations. Upon request, you will provide certifications to the Fund, in a form satisfactory to the Fund, to be relied upon by the Fund's officers certifying the Fund's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act of 1940, as amended.
You shall exercise your best judgment in rendering the services to be provided hereunder, and the Adviser agrees as an inducement to your undertaking the same that you shall not be liable hereunder for any error of judgment or mistake of law or for any loss suffered by the Fund, the Series or the Adviser, provided that nothing herein shall be deemed to protect or purport to protect you against any liability to the Adviser, the Fund, the Series or the Series' security holders to which you would otherwise be subject by reason of willful misfeasance, bad faith or gross negligence in the performance of your duties hereunder, or by reason of your reckless disregard of your obligations and duties hereunder. The Fund is expressly made a third party beneficiary of this Agreement with rights as respect to the Series to the same extent as if it had been a party hereto.
In consideration of services rendered pursuant to this Agreement, the Adviser will pay you on the first business day of each month, out of the investment advisory fee it receives and only to the extent thereof, a fee at the annual rate set forth on Schedule 1 hereto. The fee for the period from the date hereof to the end of the month hereof shall be pro-rated according to the proportion which such period bears to the full monthly period, and upon any termination of this Agreement before the end of any month, the fee for such part of a month shall be pro-rated according to the proportion which such period bears to the full monthly period and shall be payable within 10 business days of the date of termination of this Agreement. For the purpose of determining fees payable to you, the value of the Series' net sub-advised assets shall be computed in the manner specified in the Series' then-current Prospectus and Statement of Additional Information for the computation of the value of the Series' net assets.
Net asset value shall be computed on such days and at such time or times as described in the Series' then-current Prospectus and Statement of Additional Information. You agree to monitor the sub-advised assets and to notify the Adviser on any day that you determine that a significant event has occurred with respect to one or more securities held in the sub-advised assets that would materially affect the value of such securities (provided that you shall not be responsible for providing information based on valuations provided by third party services which value securities based upon changes in one or more broad-based indices). At the request of the Adviser or the Fund's Valuation Committee, you agree to provide additional reasonable assistance to the Adviser, the Fund's Valuation Committee and the Series' pricing agents in valuing the sub-advised assets, including in connection with fair value pricing of sub-advised assets.
You will bear all expenses in connection with the performance of your services under this Agreement. All other expenses to be incurred in the operation of the Series (other than those borne by the Adviser) will be borne by the Series, except to the extent specifically assumed by you. The expenses to be borne by the Series include, without limitation, the following: organizational costs, taxes, interest, loan commitment fees, interest and distributions paid on securities sold short, brokerage fees and commissions, if any, fees of Board members who are not the Adviser's or your officers, directors or employees or holders of 5% or more of the outstanding voting securities of you or the Adviser or any affiliate of you or the Adviser, Securities and Exchange Commission fees and state Blue Sky qualification fees, advisory and administration fees, charges of custodians, transfer and dividend disbursing agents' fees, office facilities, data processing services, clerical, accounting and bookkeeping services, internal auditing and legal services, internal executive and administrative services, stationery and office supplies, preparation of reports to the Series' stockholders, tax returns, reports to and filings with the Securities and Exchange Commission and state Blue Sky authorities, calculation of the net asset value of the Series' shares, insurance premiums, industry association fees, outside auditing and legal expenses, costs of independent pricing services, costs of maintaining the Fund's existence, costs attributable to investor services (including, without limitation, telephone and personnel expenses), costs of preparing and printing prospectuses and statements of additional information for regulatory purposes and for distribution to existing stockholders, costs of stockholders' reports and meetings, and any extraordinary expenses.
The Adviser understands that in entering into this Agreement you have relied upon the inducements made by the Fund to you under the Investment Advisory Agreement. The Adviser also understands that you now act, and that from time to time hereafter you may act, as investment adviser or sub-investment adviser to one or more investment companies and fiduciary or other managed accounts (collectively, the "accounts"), and the Adviser has no objection to your so acting, provided that when the purchase or sale of securities of the same issuer is suitable for the investment objectives of two or more accounts managed by you and which have available funds for investment in the case of a purchase, the available securities will be allocated in a manner believed by you to be equitable to each account. It is recognized that in some cases this procedure may adversely affect the price paid or received by the Series or the size of the position obtainable for or disposed of by the Series.
It is also understood that (i) you shall be prohibited from consulting with any other sub-adviser to the Series (including, in the case of an offering of securities subject to Section 10(f) of the Investment Company Act of 1940, as amended, any sub-adviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for the Series in securities or other assets, except, in the case of transactions involving securities of persons engaged in securities-related businesses, for purposes of complying with the conditions of paragraphs (a) and (b) of Rule 12d3-1 under the Investment Company Act of 1940, as amended, and (ii) your responsibility regarding investment advice hereunder is limited to the sub-advised assets of the Series.
In addition, it is understood that the persons employed by you to assist in the performance of your duties hereunder will not devote their full time to such services and nothing contained herein shall be deemed to limit or restrict your right or the right of any of your affiliates to engage in and devote time and attention to other businesses or to render services of whatever kind or nature.
You shall not be liable for any error of judgment or mistake of law or for any loss suffered by the Fund, the Series or the Adviser in connection with the matters to which this Agreement relates, except for a loss resulting from willful misfeasance, bad faith or gross negligence on your part in the performance of your duties or from reckless disregard by you of your obligations and duties under this Agreement. In no event will you have any responsibility for any other series of the Fund, for any portion of the Series not managed by you or for the acts or omissions of any other sub-adviser to the Fund or the Series. In particular, in the event that you manage only a segment of the Series, you shall have no responsibility for the Series being in violation of any applicable law or regulation or investment policy or restriction applicable to the Series as a whole, or for the Series failing to qualify as a regulated investment company under the Internal Revenue Code of 1986, as amended (the "Code"), if the securities and other holdings of the segment of the Series managed by you are such that your segment would not be in such violation or fail to so qualify if such segment were deemed a separate series of the Fund or a separate regulated investment company under the Code, unless such violation was due to your failure to comply with written guidelines adopted by the Fund or the Adviser and provided to you in writing. Any person, even though also your officer, director, partner, employee or agent, who may be or become an officer, Board member, employee or agent of the Fund, shall be deemed, when rendering services to the Fund or acting on any business of the Fund, to be rendering such services to or acting solely for the Fund and not as your officer, director, partner, employee, or agent or one under your control or direction even though paid by you.
As to each Series, this Agreement shall continue until the date set forth opposite such Series' name on Schedule 1 hereto (the "Reapproval Date"), and thereafter shall continue automatically for successive annual periods ending on the day of each year set forth opposite the Series' name on Schedule 1 hereto (the "Reapproval Day"), provided such continuance is specifically approved at least annually by (i) the Fund's Board or (ii) vote of a majority (as defined in the Investment Company Act of 1940, as amended) of such Series' outstanding voting securities, provided that in either event its continuance also is approved by a majority of the Fund's Board members who are not "interested persons" (as defined in said Act) of the Fund or any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval. As to each Series, this Agreement is terminable without penalty (i) by the Adviser on 60 days' notice to you, (ii) by the Fund's Board or by vote of the holders of a majority of such Series' outstanding voting securities on 60 days' notice to you, or (iii) by you on not less than 90 days' notice to the Fund and the Adviser. This Agreement also will terminate automatically, as to the relevant Series, in the event of its assignment (as defined in said Act or the Investment Advisers Act of 1940, as amended) and you shall be notified by the Fund and the Adviser, or you shall notify the Fund and the Adviser, as applicable, as soon as possible before any such assignment occurs. In addition, notwithstanding anything herein to the contrary, if the Investment Advisory Agreement terminates for any reason, this Agreement shall terminate effective upon the date the Investment Advisory Agreement terminates.
The Adviser acknowledges that it has received and has had an opportunity to read a copy of your Form ADV Part 2A (the "Brochure") and a copy of the Form ADV Part 2B with respect to your personnel with the most significant responsibility for providing advisory services to the Series (the "Brochure Supplement"). The Adviser agrees that the Brochure and Brochure Supplement, as well as other client communications, may be transmitted to the Adviser electronically.
No provision of this Agreement may be changed, waived or discharged unless signed in writing by the parties hereto. This Agreement shall be governed by the laws of the State of New York, without regard to the conflict of law principles thereof, provided that nothing herein shall be construed in a manner inconsistent with the Investment Company Act of 1940, as amended, or the Investment Advisers Act of 1940, as amended. This Agreement may be executed in several counterparts, each of which shall be deemed an original for all purposes, including judicial proof of the terms hereof, and all of which together shall constitute and be deemed one and the same agreement. Nothing in this Agreement shall be deemed a limitation or waiver of any obligation or duty that may not by law be limited or waived. If any one or more of the provisions of this Agreement shall be held contrary to express law or against public policy, or shall for any reason whatsoever be held invalid, then such provisions shall be deemed severable from the remainder of this Agreement and shall in no way affect the validity or enforceability of the other provisions of this Agreement.
Unless otherwise provided herein or agreed to in writing by the parties, all notices, instructions or advice permitted or required under this Agreement shall be deemed to have been properly given if sent by regular first-class mail, registered mail, private courier or facsimile and addressed to (or delivered to) the respective party at the address set forth above or at such other address or addresses as shall be specified, in each case, in a notice similarly given. Each party may rely upon any notice from the other party or other communication reasonably believed by the receiving party to be genuine.
If the foregoing is in accordance with your understanding, will you kindly so indicate by signing and returning to us the enclosed copy hereof.
| Very truly yours, |
| |
| BNY Mellon Fund Advisers, a division of
THE DREYFUS CORPORATION
|
| |
| By:__________________________________
Name:
Title:
|
Accepted: | |
| |
GENEVA CAPITAL MANAGEMENT LTD. | |
| |
By:___________________________________
Name:
Title:
| |
| |
| |
SCHEDULE 1
Name of Series | Reapproval Date | Reapproval Day |
| | |
BNY Mellon Mid Cap
Multi-Strategy Fund
| June 1, 2014 | June 1st
|
| | |
| | |
Important Notice Regarding theInternet Availability of
Proxy Materials for the Special Meeting of Shareholders of
BNY Mellon Mid Cap Multi-StrategyMoney Market Fund to be held on February 28, 2013: April 11, 2016:The
Copies of the Notice of Special Meeting of Shareholders, the Proxy Statement and a copy of
the Fund'sFund’s most
recent annual reportAnnual Report to shareholdersShareholders are available at http://
www.dreyfus.com/proxyinfo.htmproxyinfo |
BNY MELLON FUNDS TRUST
BNY Mellon Mid Cap Multi-StrategyMoney Market Fund
The undersigned shareholdershareholder(s) of BNY Mellon Mid Cap Multi-StrategyMoney Market Fund (the "Fund"“Fund”), a series of BNY Mellon Funds Trust (the "Trust"“Trust”), hereby appointsappoint(s) Joseph M. Chioffi and Jeff Prusnofsky, and each of them, the attorneys and proxies of the undersigned, with full power of substitution and revocation, to vote as indicated herein, all of the shares of beneficial interest of the Fund standing in the name of the undersigned at the close of business on January 8, 2013February 19, 2016, at a Special Meeting of Shareholders to be held at the offices of The Dreyfus Corporation, ("Dreyfus"), 200 Park Avenue, 8th7th Floor, New York, New York 10166, at 10:3000 a.m., on Thursday, February 28, 2013,Monday, April 11, 2016 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 proposals, as more fully described in the Proxy Statement for the meeting.
present.
THIS PROXY IS SOLICITED BY THE TRUST'STRUST’S BOARD OF TRUSTEES ANDTRUSTEES. IT WILL BE VOTED “FOR” THE PROPOSALSPROPOSAL SHOWN ON THE REVERSE SIDE UNLESS OTHERWISE INDICATED.
PLEASE SIGN AND DATE ON THE REVERSE SIDE
PROXY TABULATOR
P.O. BOX 9112
FARMINGDALE, NY 11735
1) Read the Proxy Statement and have the proxy card below at hand.
3) Follow the instructions provided on the website.
1) Read the Proxy Statement and have the proxy card below at hand.
3) Follow the instructions.
1) Read the Proxy Statement.
3) Sign and date the proxy card.
4) Return the proxy card in the postage-paid envelope provided.
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Signature(s) should be exactly as name or names appearing on this proxy. If shares are held jointly, each holder should sign. If signing is by attorney, executor, administrator, trustee or guardian, please give full title. By signing this proxy card, receipt of the accompanying Notice of Special Meeting of Shareholders and Proxy Statement is acknowledged.