DEF 14A
PROXY STATEMENT PURSUANT TO SECTION 14 (a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the [_]
Registrant
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive
Additional Materials
[_] Soliciting Materials under
Rule 14a-12
BNY Mellon Alcentra Global Credit Income 2024 Target Term
Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X] No fee required.
[ ] Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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to which transaction applies:
(2) Aggregate number of securities
to which transaction applies:
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[_] Fee paid previously with preliminary materials.
| [_] | Check box if any part of the fee is offset as provided by Exchange Act Rule 0- 11(a)(2) and identify the filing for which the offsetting
fee was paid previously. |
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
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BNY
MELLON ALCENTRA GLOBAL CREDIT INCOME
2024 TARGET TERM FUND, INC.
Notice of Annual Meeting of Stockholders
To the Stockholders of BNY Mellon Alcentra Global Credit Income 2024 Target Term
Fund, Inc.:
The Annual Meeting of Stockholders (the "Meeting")
of BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. (the "Fund") will be held over
the Internet in a virtual meeting format only on Wednesday, June 14, 2023 at 11:00 a.m., Eastern time,
for the following purposes:
1. To elect three Class I Directors to serve for
three-year terms and until their respective successors are duly elected and qualified.
2. To
transact such other business as may properly come before the Meeting, or any adjournments or postponements
thereof.
Due to the public health and safety concerns
of COVID-19, and to support the health and well-being of the Fund's stockholders
and officers and others, the Meeting will be held in a virtual meeting format only. You will not be
able to attend the Meeting in person, but you may participate over the Internet as described below.
However, we intend to monitor the recommendations of public health officials and governmental restrictions,
and if we decide it is appropriate to hold the Meeting in person, we will make an announcement in the
manner noted below.
Stockholders of record at the close of business
on April 10, 2023 will be entitled to receive notice of and to vote at the Meeting. To participate
in the Meeting, you must go to the Meeting website at www.meetnow.global/MCQDQTK, and enter the control
number found on your proxy card.
If you hold your shares
through an intermediary, such as a bank or broker, you must register in advance to attend the Meeting
virtually. To register, you must submit proof of your proxy power (legal proxy provided by your intermediary)
reflecting your Fund holdings along with your name and email address to Computershare Fund Services,
the Fund's tabulator. You may forward an email from your intermediary or attach an image of your legal
proxy to shareholdermeetings@computershare.com. Requests for registration should be received no later
than 5:00 p.m., Eastern Time, on Friday, June 9, 2023. You will receive a confirmation email from
Computershare of your registration and a control number that will allow you to vote at the Meeting.
For requests received after 5:00 p.m., Eastern Time, on Friday, June 9, 2023, Computershare will attempt
to register you, but may be unable to do so prior to the Meeting.
Questions
from stockholders to be considered at the Meeting must be submitted to BNY Mellon Investment Management
at 1-800-334-6899 or
instsales@bnymellon.com no later than 5:00 p.m., Eastern Time,
on Friday, June 9, 2023. Only questions that are pertinent, as determined by the chairperson of the
Meeting, will be answered during the Meeting, subject to time constraints.
Whether
or not you plan to attend the Meeting virtually, we urge you to vote and submit your proxy in advance
of the Meeting by one of the methods described in the proxy materials for the Meeting.
PLEASE
NOTE: If it is determined that the Meeting will be held in person, instead of virtually,
an announcement of the change will be provided by means of a press release, which will be posted on our
website https://im.bnymellon.com/closed-end-funds.
We encourage you to check the website prior to the Meeting. An announcement of any change will also
be filed with the Securities and Exchange Commission via its EDGAR system.
By Order of the Board
James Bitetto
Secretary
New York,
New York
May 1, 2023
WE NEED YOUR PROXY VOTE
A
STOCKHOLDER MAY THINK ITS VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW,
THE ANNUAL MEETING OF STOCKHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS
IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE FUND, AT STOCKHOLDERS' EXPENSE, WOULD CONTINUE
TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE
FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD OR OTHERWISE VOTE PROMPTLY.
YOU AND ALL OTHER STOCKHOLDERS WILL BENEFIT FROM YOUR COOPERATION.
BNY
MELLON ALCENTRA GLOBAL CREDIT INCOME
2024 TARGET TERM FUND, INC.
Annual
Meeting of Stockholders
to be held on June 14, 2023
This
proxy statement is furnished in connection with a solicitation of proxies by the Board of Directors (the
"Board") of BNY Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc. (the "Fund") to be used
at the Annual Meeting of Stockholders of the Fund (the "Meeting") to be held over the Internet in a virtual
meeting format only on Wednesday, June 14, 2023 at 11:00 a.m., Eastern time, and at any and all adjournments
or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of
Stockholders. Stockholders of record at the close of business on April 10, 2023 are entitled to receive
notice of and to vote at the Meeting. Stockholders will not be able to attend the Meeting in person,
but may participate over the Internet as described in the Notice of Annual Meeting of Stockholders.
Stockholders are entitled to one vote for each Fund share
held and fractional votes for each fractional Fund share held. Shares represented by executed and unrevoked
proxies will be voted in accordance with the specifications made thereon. If the enclosed form of proxy
is executed and returned, or if you have voted by telephone or over the Internet, your vote nevertheless
may be revoked after it is received by giving another proxy by mail, by calling the toll-free telephone
number on the proxy card or over the Internet (including during the Meeting). To be effective, such
revocation must be received before your prior proxy is exercised at the Meeting.
A
quorum is constituted by the presence in person or by proxy of the holders of a majority of the outstanding
shares of the Fund entitled to vote at the Meeting. Virtual attendance at the Meeting shall constitute
in person attendance for purposes of calculating a quorum. If a quorum is not present at the Meeting,
the stockholders present in person or by proxy, by majority vote and without notice other than by announcement
at the Meeting, may adjourn the Meeting.
As of April 10, 2023,
the Fund had 15,000,726.768 shares of common stock outstanding.
It is
estimated that proxy materials will be mailed to stockholders of record on or about May 1, 2023. To
reduce expenses, only one copy of this proxy statement will be mailed to certain addresses shared by
two or more accounts. If you wish to revoke this arrangement and receive individual copies, you may
do so at any time by writing to the address or calling the phone number set forth below. The Fund will
begin sending you individual copies promptly after receiving your request. The
principal executive office of the Fund is located at 240 Greenwich
Street, 18th Floor, New York, New York 10286.
Copies
of the Fund's most recent Annual and Semi-Annual Reports to Stockholders are available upon request,
without charge, by writing to the Fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144,
visiting https://im.bnymellon.com/closed-end-funds
or calling toll free 1-800-334-6899.
Important
Notice Regarding Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to Be
Held on Wednesday, June 14, 2023: This proxy statement and a copy of the Fund's most recent Annual
and Semi-Annual Reports to Stockholders are available at https://im.bnymellon.com/closed-end-funds.
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PROPOSAL 1: ELECTION OF DIRECTORS
The
Board is divided into three classes with the term of office of one class expiring each year. It is proposed
that stockholders of the Fund consider the election of three Class I Directors to serve for three-year
terms and until their respective successors are duly elected and qualified. The individual nominees
(the "Nominees") proposed for election are Mr. Andrew J. Donohue, Ms. Roslyn M. Watson and Ms. Benaree
Pratt Wiley.
Each Nominee currently serves as a Director
of the Fund and is a board member of certain other funds in the BNY Mellon Family of Funds. Each Nominee
has previously been elected by the Fund's stockholders. Each Nominee was nominated by the Fund's nominating
committee, has consented to being named in this proxy statement and has agreed to continue to serve as
a Director if elected.
Biographical information about each Nominee
is set forth below. Biographical information about the Fund's Directors who are not standing for election
at the Meeting but who will continue to be Directors of the Fund after the Meeting (each, a "Continuing
Director"), information on each Nominee's and Continuing Director's ownership of Fund shares and other
relevant information is set forth in Exhibit A to this proxy statement. None of the Nominees or Continuing
Directors are deemed to be "interested persons" (as defined in the Investment Company Act of 1940, as
amended (the "1940 Act")) of the Fund.
The persons named as proxies
on the accompanying proxy card(s) intend to vote each proxy for the election of the Nominees, unless
stockholders specifically indicate on their proxies the desire to withhold authority to vote for elections
to office. It is not contemplated that any Nominee will be unable to serve as a Director for any reason,
but, if that should occur prior to the Meeting, the proxyholders reserve the right to substitute another
person or persons of their choice as nominee or nominees.
Board's
Oversight Role in Management. The Board's role in management of the Fund
is oversight. As is the case with virtually all investment companies (as distinguished from operating
companies), service providers to the Fund, primarily BNY Mellon Investment Adviser, Inc., the Fund's
investment adviser ("Investment Adviser"), and its affiliates, and Alcentra NY, LLC, the Fund's sub-adviser
(the "Sub-adviser"), have responsibility for the day-to-day management of the Fund, which includes responsibility
for risk management (including management of investment risk, valuation risk, issuer and counterparty
credit risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its
scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives
reports from senior personnel of service providers, including senior personnel of the Investment Adviser,
the Sub-adviser and their affiliates, the Fund's and the Investment Adviser's Chief Compliance Officer
and portfolio management personnel. The Board's Audit Committee (which consists of all Directors) meets
during its regularly scheduled and special meetings, and between meetings the
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Audit Committee chair is available to the Fund's independent
registered public accounting firm and the Fund's Chief Financial Officer. The Board also receives periodic
presentations from senior personnel of the Investment Adviser, the Sub-adviser or their affiliates regarding
risk management generally, as well as periodic presentations regarding specific operational, compliance
or investment areas, such as cybersecurity, business continuity, personal trading, valuation, credit
and investment research. As warranted, the Board also receives informational reports from counsel to
the Fund and the Board's independent legal counsel regarding regulatory compliance and governance matters.
The Board has adopted policies and procedures designed to address certain risks to the Fund. In addition,
the Investment Adviser, the Sub-adviser and other service providers to the Fund have adopted a variety
of policies, procedures and controls designed to address particular risks to the Fund. Different processes,
procedures and controls are employed with respect to different types of risks. However, it is not possible
to eliminate all of the risks applicable to the Fund, and the Board's risk management oversight is subject
to inherent limitations.
Board Composition and Leadership Structure.
The 1940 Act requires that at least 40% of the Fund's Directors not be "interested persons" (as defined
in the 1940 Act) of the Fund ("Independent Directors") and as such are not affiliated with the Investment
Adviser. To rely on certain exemptive rules under the 1940 Act, a majority of the Fund's Directors must
be Independent Directors, and for certain important matters, such as the approval of the Fund's investment
advisory agreement or transactions with affiliates, the 1940 Act or the rules thereunder require the
approval of a majority of the Independent Directors. Currently, all of the Fund's Directors, including
the Chairman of the Board, are Independent Directors. The Board has determined that its leadership structure,
in which the Chairman of the Board is not affiliated with the Investment Adviser, is appropriate in light
of the specific characteristics and circumstances of the Fund, including, but not limited to: (i) the
services that the Investment Adviser, the Sub-adviser and their affiliates provide to the Fund and potential
conflicts of interest that could arise from these relationships; (ii) the extent to which the day-to-day
operations of the Fund are conducted by Fund officers and employees of the Investment Adviser, the Sub-adviser
and their affiliates; and (iii) the Board's oversight role in management of the Fund.
Information
About Each Nominee's and Continuing Director's Experience, Qualifications, Attributes or Skills.
Nominees for Director of the Fund, together with information as to their positions with the Fund, principal
occupations and other board memberships for the past five years, are shown below. The address of each
Nominee is 240 Greenwich Street, New York, New York 10286. Specific information about the Continuing
Directors of the Fund, information on each Nominee's and Continuing Director's ownership of Fund shares
and other relevant information is set forth in Exhibit A.
4
Nominees for Class I Directors with Terms Expiring in 2026
| | |
Name (Age) of Nominee Position
with Fund
(Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
| | | | |
ANDREW J. DONOHUE (72) Class
I Director (2019) | Attorney, Solo Law Practice (2019 –
Present) Shearman & Sterling
LLP, a law firm, Of Counsel (2017 – 2019) | OppenheimerFunds (58 funds), Director
(2017 – 2019) |
ROSLYN
M. WATSON (73) Class I Director (2017) | Watson
Ventures, Inc., a real estate investment company, Principal (1993
– Present) | American Express Bank, FSB, Director
(1993 – 2018) |
BENAREE
PRATT WILEY (76) Class I Director (2017)
| The
Wiley Group, a firm specializing in strategy and business development, Principal
(2005 – Present) | CBIZ,
Inc., a public company providing professional business services, products and solutions, Director
(2008 – Present) Blue
Cross – Blue Shield of Massachusetts, Director (2004
– 2020) |
Each Nominee, except Mr.
Donohue, has been a BNY Mellon Family of Funds board member for over 20 years. Mr. Donohue has been
in the investment funds industry for over 40 years. Additional information about each Nominee follows
(supplementing the information provided in the table above) that describes some of the specific experiences,
qualifications, attributes or skills that each Nominee possesses which the Board believes has prepared
them to be effective Directors (this information for the Continuing Directors is set forth in Exhibit
A). The Board believes that the significance of each Director's experience, qualifications, attributes
or skills is an individual matter (meaning that experience that is important for one Director may not
have the same value for another) and that these factors are best evaluated at the Board level, with no
single Director, or particular factor, being indicative of Board effectiveness. However, the Board believes
that Directors need to have the ability to critically review, evaluate, question and discuss
5
information provided to them, and to interact effectively
with Fund management, service providers and counsel, in order to exercise effective business judgment
in the performance of their duties; the Board believes that its members satisfy this standard. Experience
relevant to having this ability may be achieved through a Director's educational background; business,
professional training or practice (e.g., medicine, accounting or law), public service or academic positions;
experience from service as a board member (including the Board of the Fund) or as an executive of investment
funds, public companies or significant private or not-for-profit entities or other organizations; and/or
other life experiences. The charter for the Board's nominating committee contains certain other factors
considered by the committee in identifying and evaluating potential Director nominees. To assist them
in evaluating matters under federal and state law, the Directors are counseled by their independent legal
counsel, who participates in Board meetings and interacts with the Investment Adviser and also may benefit
from information provided by the Investment Adviser's counsel; counsel to the Fund and to the Board has
significant experience advising funds and fund board members. The Board and its committees have the
ability to engage other experts as appropriate. The Board evaluates its performance on an annual basis.
Andrew
J. (Buddy) Donohue – Mr. Donohue, who has worked as a solo law practitioner
since 2019, has over 40 years of experience in the investment funds industry, in both senior government
and private sector roles. Mr. Donohue served as Chief of Staff to the Chair of the SEC, from 2015 to
2017, and previously served as the Director of the SEC's Division of Investment Management, from 2006
to 2010, where he was effectively the most senior regulator for the U.S. investment funds industry.
Mr. Donohue was Global General Counsel of Merrill Lynch Investment Managers, from 2003 to 2006, Executive
Vice President and General Counsel of OppenheimerFunds, Inc., from 1991 to 2001, and Investment Company
General Counsel of Goldman Sachs, from 2012 to 2015. Most recently, Mr. Donohue was an independent
Director of the OppenheimerFunds, from 2017 to 2019, and Of Counsel at the law firm of Shearman &
Sterling LLP, from September 2017 to July 2019. Mr. Donohue has been an officer, director and counsel
for numerous investment advisers, broker-dealers, commodity trading advisers, transfer agents and insurance
companies, and has served on the boards of business development companies, registered open-end funds,
closed-end funds, exchange-traded funds and off-shore investment funds. He has also served as chairman
of the American Bar Association's Investment Companies and Investment Advisers Subcommittee, editor of
the ABA Fund Director's Guidebook and, since 2018, director, and, since January 2023, Chair, of the Mutual
Fund Directors Forum, a leading funds industry organization. Mr. Donohue also is an adjunct professor
teaching investment management law at Brooklyn Law School.
6
Roslyn M. Watson – Ms. Watson has been
a business entrepreneur in commercial and residential real estate for over 15 years. Ms. Watson currently
serves as President and Founder of Watson Ventures, Inc., a real estate development investment firm,
and her board memberships include American Express Bank, FSB (until 2018), The Hyams Foundation, Inc.
(emeritus), Pathfinder International and Simmons College. Previously, she held various positions in
the public and private sectors, including General Manager for the Massachusetts Port Authority. She
has received numerous awards, including the Woman of Achievement award from the Boston Big Sister Association
and the Working Woman of the Year Award from Working Woman Magazine.
Benaree
Pratt Wiley – Ms. Wiley is a corporate director and trustee. For fifteen
years, Ms. Wiley was the President and Chief Executive Officer of The Partnership, Inc., an organization
that strengthened Greater Boston's capacity to attract, retain and develop talented professionals of
color. Ms. Wiley currently serves on the Board of CBIZ (NYSE: CBZ). She has served as the Chair of
PepsiCo's African American Advisory Board, and formerly served on the Board of First Albany (NASDAQ:
FACT) and Blue Cross – Blue Shield of Massachusetts. Her civic activities include serving on the Boards
of Dress for Success Boston, Partners Continuing Care and Spaulding Hospital, the Black Philanthropy
Fund and Howard University where she served as Vice Chair until June 2021.
Fund
Board Committees. The Fund has standing Audit, Nominating, Compensation and
Litigation Committees, each comprised of its Independent Directors, except that Mr. DiMartino does not
serve on the Compensation Committee.
The function of the Audit
Committee is (1) to oversee the Fund's accounting and financial reporting processes and the audits of
the Fund's financial statements and (2) to assist in the Board's oversight of the integrity of the Fund's
financial statements, the Fund's compliance with legal and regulatory requirements and the qualifications,
independence and performance of the Fund's independent registered public accounting firm. A copy of
the Fund's Audit Committee Charter, which describes the Audit Committee's purposes, duties and responsibilities,
is available at https://im.bnymellon.com/closed-end-funds.
The Fund's Nominating Committee is responsible for selecting and nominating persons
as members of the Board for election or appointment by the Board and for election by stockholders. In
evaluating potential nominees, including any nominees recommended by stockholders, the Committee takes
into consideration the factors listed in the Fund's Nominating Committee Charter and Procedures (the
"Nominating Committee Charter"), including character, integrity, and business and professional experience.
The Nominating Committee may consider whether a potential nominee's professional experience, education,
skills and other individual qualities and attributes, including gender, race or national origin, would
provide beneficial diversity of skills, experience or perspective to the Board's membership and collective
attributes. Such considerations will vary based on the Board's
7
existing membership and other factors, such as the strength
of a potential nominee's overall qualifications relative to diversity considerations. The Committee
will consider recommendations for nominees from stockholders submitted to the Secretary of the Fund,
c/o BNY Mellon Legal Department, 240 Greenwich Street, 18th Floor,
New York, New York 10286, and including information regarding the recommended nominee as specified in
the Nominating Committee Charter. The Nominating Committee Charter is attached as Exhibit B to this
proxy statement.
The function of the Compensation Committee
is to establish the appropriate compensation for serving on the Board.
The
Litigation Committee seeks to address any potential conflicts of interest between the Fund and the Investment
Adviser in connection with any potential or existing litigation or other legal proceeding related to
securities held by the Fund and held or otherwise deemed to have a beneficial interest held by the Investment
Adviser or its affiliate.
Compensation. Each
Nominee also serves as a board member of certain other funds in the BNY Mellon Family of Funds. Annual
retainer fees and meeting attendance fees are allocated among the Fund and those other funds on the basis
of net assets, with the Chairman of the Board, Mr. DiMartino, receiving an additional 25% of such compensation.
The Fund reimburses Directors for travel and out-of-pocket expenses in connection with attending Board
or committee meetings. The Fund does not have a bonus, pension, profit-sharing or retirement plan.
The amount of compensation paid to each Nominee by the Fund
for the fiscal year ended August 31, 2022, and the aggregate amount of compensation paid to each Nominee
by all funds in the fund complex (which comprises registered investment companies for which the Investment
Adviser serves as investment adviser) for which the Nominee was a board member during 2022, was as follows*:
| | |
Name of Nominee | Compensation
from the Fund | Aggregate
Compensation from the Fund and Fund Complex Paid
to Nominee(**) |
Andrew
J. Donohue | $5,613 | $470,000 (43) |
Roslyn
M. Watson | $5,477 | $470,000 (43) |
Benaree
Pratt Wiley | $5,614 | $639,000 (61) |
_______________
* Amounts shown do not
include expenses reimbursed to Nominees for attending Board meetings.
** Represents the number
of separate portfolios comprising the investment companies in the fund complex, including the Fund, for
which the Nominees served as board members in 2022.
8
For the Fund's most recent fiscal year, the number of Board
and committee meetings held and the amount of compensation paid by the Fund to the Continuing Directors
and the aggregate amount of compensation paid by all funds in the fund complex (which comprises registered
investment companies for which the Investment Adviser or an affiliate of the Investment Adviser serves
as investment adviser) for which each such person was a board member in 2022 are set forth in Exhibit
A. Certain other information concerning the Fund's Directors and officers also is set forth in Exhibit
A.
Required Vote
Provided
a quorum is present, the election of each Nominee requires the affirmative vote of a plurality of votes
cast at the Meeting for the election of Directors.
ADDITIONAL
INFORMATION
Selection of Independent Registered Public Accounting
Firm
The 1940 Act requires that the Fund's independent registered
public accounting firm (the "independent auditors" or "auditors") be selected by a majority of the Independent
Directors. The Audit Committee has direct responsibility for the appointment, compensation, retention
and oversight of the Fund's independent auditors. At a meeting held on October 24, 2022, the Fund's
Audit Committee approved and the Fund's Board, including a majority of the Independent Directors, ratified
and approved the selection of KPMG LLP ("KPMG") as the independent auditors for the Fund's fiscal year
ending August 31, 2023. The Audit Committee's report relating to the Fund's financial statements for
the fiscal year ended August 31, 2022 is attached as Exhibit C to this proxy statement.
Independent
Registered Public Accounting Firm Fees and Services
The
following chart reflects fees billed by KPMG in the Fund's last two fiscal years. For Service Affiliates
(i.e., the Investment Adviser and any entity controlling, controlled by or under common control with
the Investment Adviser that provides ongoing services to the Fund), such fees represent only those fees
that required pre-approval of the Audit Committee, except the Aggregate Non-Audit Fees amounts, which
include all non-audit fees billed by KPMG to the Fund and Service Affiliates. All services provided
by KPMG were pre-approved, as required.
9
| | |
| Fund1 | Service Affiliates1 |
Audit Fees | $63,590/$64,860 | $0/$0 |
Audit-Related Fees2 | $6,100/$6,300 | $0/$0 |
Tax Fees3 | $0/$0 | $0/$0 |
All
Other Fees | $0/$0 | $0/$0 |
Aggregate Non-Audit Fees4 | N/A | $3,851,043/$3,945,912 |
_______________
1. Fiscal
years ended August 31, 2021/August 31, 2022
2. Services to the Fund consisted of one or more
of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section
817(h), (ii) security counts required by Rule 17f-2 under the 1940 Act, (iii) advisory services as to
the accounting or disclosure treatment of Fund transactions or events and (iv) advisory services as to
the accounting or disclosure treatment of the actual or potential impact to the Fund of final or proposed
rules, standards or interpretations by the SEC, the Financial Accounting Standards Boards or other regulatory
or standard-setting bodies.
3. Services to the Fund consisted of (i) review
or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local
tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and
(iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments
held or proposed to be acquired or held.
4. Aggregate non-audit fees billed by KPMG to
the Fund and Service Affiliates are shown under the Service Affiliates column.
Audit Committee
Pre-Approval Policies and Procedures. The Fund's Audit Committee has established
policies and procedures (the "Policy") for pre-approval (within specified fee limits) of KPMG's engagement
for audit and non-audit services to the Fund and non-audit services to Service Affiliates without specific
case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services,
pre-approved audit-related services, pre-approved tax services and pre-approved all other services.
Pre-approval considerations include whether the proposed services are compatible with maintaining KPMG's
independence. Pre-approvals pursuant to the Policy are considered annually. In addition, proposed services
requiring pre-approval but not covered by the Policy are considered from time to time as necessary.
Auditor
Independence. The Fund's Audit Committee has considered whether the provision
of non-audit services that were rendered to Service Affiliates that did not require pre-approval is compatible
with maintaining KPMG's independence.
A representative of KPMG
will be available to join the Meeting, will have the opportunity to make a statement and will be available
to respond to appropriate questions.
Service Providers
BNY
Mellon Investment Adviser, Inc., located at 240 Greenwich Street, New York, New York 10286, serves as
the Fund's investment adviser.
10
Alcentra NY, LLC, located at 9 West 57th Street, Suite 4920,
New York, NY 10019, serves as the Fund's sub-adviser.
The
Bank of New York Mellon, an affiliate of the Investment Adviser, located at 240 Greenwich Street, New
York, New York 10286, acts as Custodian for the assets of the Fund.
Computershare
Inc., located at 480 Washington Boulevard, Jersey City, New Jersey 07310, acts as the Fund's Transfer
Agent, Dividend-Paying Agent and Registrar.
Voting Information
To vote, you may use any of the following methods:
· By
Mail. Please complete, date and sign the enclosed proxy card and mail it in the enclosed,
postage-paid envelope.
· Over the Internet. Have
your proxy card available. Go to the website listed on the proxy card. Enter your control number from
your proxy card. Follow the instructions on the website.
· By Telephone. Have
your proxy card available. Call the toll-free number listed on the proxy card. Enter your control number
from your proxy card. Follow the recorded instructions.
· At the Meeting. Any
stockholder who attends the Meeting virtually may vote over the Internet (see above) during the Meeting.
Shares represented by executed and unrevoked proxies will be voted in accordance
with the specifications made thereon, and, if no voting instructions are given, shares will be voted
"for" a proposal.
If a proxy is properly executed and returned
accompanied by instructions to withhold authority to vote or represents a broker "non-vote" (that is,
a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial
owner or other person entitled to vote shares of the Fund on a particular matter with respect to which
the broker or nominee does not have discretionary power), the Fund's shares represented thereby will
be considered to be present at the Meeting for purposes of determining the existence of a quorum for
the transaction of business, but will not constitute a vote "for" a proposal and will have no effect
on the result of the vote.
The Fund will bear the cost of soliciting proxies.
In addition to the use of the mail, proxies may be solicited by telephone. Authorizations to execute
proxies may be obtained by electronic transmission or by telephonic instructions in accordance with procedures
designed to authenticate the stockholder's identity. In all cases where a telephonic proxy is solicited
(as opposed to where the stockholder calls the toll-free telephone number directly to vote), the stockholder
will be asked to provide or confirm certain identifiable information and to confirm that the stockholder
has received the Fund's proxy statement and proxy card in the mail.
11
Within 72 hours of receiving a stockholder's solicited telephonic
voting instructions, a confirmation will be sent to the stockholder to ensure that the vote has been
taken in accordance with the stockholder's instructions and to provide a telephone number to call immediately
if the stockholder's instructions are not correctly reflected in the confirmation.
OTHER
MATTERS
The Fund's Board is not aware of any other matter which may
come before the Meeting. However, should any such matter properly come before the Meeting, it is the
intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with
their judgment on such matter.
Any proposals of stockholders
that are intended to be presented at the Fund's 2024 Annual Meeting of Stockholders in accordance with
Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), must be received
by the Secretary of the Fund at the Fund's principal executive offices no later than January 1, 2024,
and must comply with all other legal requirements in order to be included in the Fund's proxy statement
and form of proxy for that meeting. For other stockholder proposals to be presented at the 2024 Annual
Meeting of Stockholders (but not included in the Fund's proxy statement), a stockholder's notice must
be delivered to the Secretary of the Fund at the Fund's principal executive offices no earlier than December
2, 2023 and no later than 5:00 p.m., Eastern time, on January 1, 2024. If the 2024 Annual Meeting of
Stockholders is advanced or delayed by more than 30 days from June 12, 2024, then timely notice must
be delivered not earlier than the 150th day
prior to such annual meeting and not later than 5:00 p.m., Eastern time, on the later of the 120th
day prior to such annual meeting or the tenth day following the day on which public announcement of the
date of such meeting is first made. All stockholder proposals must include the information required
by the Fund's bylaws.
Stockholders who wish to communicate with Directors
should send communications to the attention of the Secretary of the Fund, c/o BNY Mellon Investment Adviser,
Inc. Legal Department, 240 Greenwich Street, 18th
Floor, New York, New York 10286, and communications will be directed to the Director or Directors indicated
in the communication or, if no Director or Directors are indicated, to the Chairman of the Board.
12
NOTICE
TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please
advise the Fund, in care of Computershare Inc., Proxy Department, 480 Washington Blvd., 27th Floor,
Jersey City, New Jersey 07310, whether other persons are the beneficial owners of the shares for which
proxies are being solicited and, if so, the number of copies of the proxy statement and other soliciting
material you wish to receive in order to supply copies to the beneficial owners of shares. The Fund
may pay persons holding shares of the Fund in their names or those of their nominees for their expenses
in sending soliciting materials to their principals.
IT IS IMPORTANT
THAT PROXIES BE RETURNED PROMPTLY. THEREFORE, STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING VIRTUALLY
ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMPED ENVELOPE
OR OTHERWISE VOTE PROMPTLY.
Dated: May 1, 2023
13
EXHIBIT A
PART I
Part
I sets forth information regarding the Continuing Directors, Board and committee meetings and share ownership.
Information
About the Continuing Directors' Experience, Qualifications, Attributes or Skills. The
Continuing Directors of the Fund, together with information as to their positions with the Fund, principal
occupations and other board memberships for the past five years, are shown below. The address of the
Continuing Directors is 240 Greenwich Street, New York, New York 10286.
Continuing
Class II Directors with Terms Expiring in 2024
| | | | |
Name (Age)
of Director Position with Fund
(Since)
| Principal
Occupation During Past 5 Years
| Other Public
Company Board Memberships During Past 5 Years |
JOSEPH S. DIMARTINO (79) Chairman
of the Board Class II Director (2017) | 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 – Present) |
A-1
| | |
KENNETH A. HIMMEL (76) Class
II Director (2017) | Gulf Related, an international real estate development company,
Managing Partner (2010 – Present) Related Urban Development, a real estate development company,
President and Chief Executive Officer (1996 – Present) American Food Management, a restaurant company,
Chief Executive Officer (1983 – Present) Himmel & Company, a real estate development
company, President and Chief Executive Officer (1980 – Present) | N/A |
Continuing
Class III Directors with Terms Expiring in 2025
| | |
Name (Age) of Directors Position
with Fund
(Since)
| Principal Occupation During
Past 5 Years
| Other
Public Company Board Memberships During Past 5 Years |
| | |
FRANCINE J. BOVICH (71) Class
III Director (2017) | The Bradley Trusts, private trust funds, Trustee
(2011 – Present) | Annaly
Capital Management, Inc., a real estate investment trust, Director (2014
– Present) |
A-2
| | |
BRADLEY
J. SKAPYAK (64) Class III Director (2021) | Chief
Operating Officer and Director of The Dreyfus Corporation, the predecessor company of the Investment
Adviser (2009 – 2019) Chief
Executive Officer and Director of MBSC Securities Corporation (2016 – 2019) Chairman and Director of Dreyfus Transfer, Inc. (2011 –
2019) Senior Vice President
of The Bank of New York Mellon (2007 – 2019) | N/A |
Each
Continuing Director, except Ms. Bovich and Mr. Skapyak, has been a BNY Mellon Family of Funds board member
for over 20 years. Ms. Bovich has been in the asset management business for over 40 years and Mr. Skapyak
has over 30 years of experience in the investment funds industry. Additional information about the Continuing
Directors follows (supplementing the information provided in the table above) that describes some of
the specific experiences, qualifications, attributes or skills that the Continuing Directors possess
which the Board believes has prepared them to be effective Directors.
Continuing
Directors
Francine J. Bovich – Ms. Bovich currently
also serves as a Trustee for The Bradley Trusts, private trust funds, and as a Director of Annaly Capital
Management, Inc. She is an Emeritus Trustee of Connecticut College, and served as a Trustee from 1986
to 1997. She currently serves as a member of the Investment Committee (formerly, the Investment Sub
Committee) for Connecticut College's endowment fund and served as Chair of the Investment Sub Committee
until June 2020. From April 1993 to September 2010, Ms. Bovich was a Managing Director at Morgan Stanley
Investment Management, holding various positions including Co-Head of Global Tactical Asset Allocation
Group, Operations Officer, and Head of the U.S. Institutional Equity Group. Prior to joining Morgan
Stanley Investment Management, Ms. Bovich was Principal, Executive Vice President and Senior Portfolio
Manager at Westwood Management Corporation, where she worked from 1986 until 1993. From 1980 to 1986,
she worked at CitiCorp
A-3
Investment Management, Inc. as Managing Director and Senior
Portfolio Manager. From 1973 to 1980, Ms. Bovich was an Assistant Vice President and Equity Portfolio
Manager at Bankers Trust Company. From 1991 to 2005, she served as U.S. Representative to the United
Nations Investments Committee, advising a global portfolio of approximately $30 billion.
Joseph
S. DiMartino – Mr. DiMartino has been the Chairman of the Board of the
funds in the BNY Mellon Family of Funds for over 25 years. From 1971 through 1994, Mr. DiMartino served
in various roles as an employee of The Dreyfus Corporation (prior to its acquisition by a predecessor
of The Bank of New York Mellon Corporation in August 1994 and related management changes), including
portfolio manager, President, Chief Operating Officer and a director. He ceased being an employee or
director of The Dreyfus Corporation by the end of 1994. From July 1995 to November 1997, Mr. DiMartino
served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped
manage, acquire, take public and liquidate a number of operating companies. From 1986 to 2010, Mr. DiMartino
served as a Director of the Muscular Dystrophy Association.
Kenneth
A. Himmel – Mr. Himmel has over 30 years' experience as a business entrepreneur, primarily
focusing on real estate development. Mr. Himmel is President and Chief Executive Officer of Related
Urban Development, a leading developer of large-scale mixed-use properties and a division of Related
Companies, L.P., and a Managing Partner of Gulf Related, a real estate development joint venture between
Related Companies, L.P. and Gulf Capital.
Bradley J. Skapyak
– Mr. Skapyak has over 30 years of experience in the investment funds industry. From January 2010
through May 2019, Mr. Skapyak served as President of the funds in the BNY Mellon Family of Funds. From
June 2009 through May 2019, Mr. Skapyak served as Chief Operating Officer and Director of The Dreyfus
Corporation, the predecessor of the Investment Adviser, where he was primarily responsible for the relationship
between The Dreyfus Corporation and the BNY Mellon Family of Funds, served as management's representative
at BNY Mellon Family of Funds' Board meetings and managed the mutual fund administration operations of
The Dreyfus Corporation in connection with its role as administrator to the BNY Mellon Family of Funds.
Mr. Skapyak also served, from August 2016 through May 2019, as Chief Executive Officer and Director
of MBSC Securities Corporation; from May 2011 through May 2019, as Chairman and Director of Dreyfus Transfer,
Inc.; and from April 2007 through May 2019, as Senior Vice President of The Bank of New York Mellon.
A-4
Nominees' and Continuing Directors' Ownership of Fund
Shares. The table below indicates the dollar range of the Nominees' and the Continuing
Directors' ownership of shares of the Fund's common stock and shares of other funds in the BNY Mellon
Family of Funds, in each case as of December 31, 2022.
| | |
Name
of Continuing
Director or Nominee | Fund Common
Stock
| Aggregate
Holdings of Funds in the BNY Mellon Family of
Funds |
Francine J. Bovich | None | $50,001
– $100,000 |
Joseph
S. DiMartino | None | Over $100,000 |
Andrew
J. Donohue* | None | Over
$100,000 |
Kenneth
A. Himmel | None | Over $100,000 |
Bradley
J. Skapyak | $1 - $10,000 | $50,001 – $100,000 |
Roslyn
M. Watson* | None | $10,001 – $50,000 |
Benaree
Pratt Wiley* | None | $50,001
– $100,000 |
_________________
*
Nominee.
As of December 31, 2022, with the exception
of Mr. Skapyak, none of the Nominees or the Continuing Directors or their immediate family members owned
securities of the Investment Adviser or any person (other than a registered investment company) directly
or indirectly controlling, controlled by or under common control with the Investment Adviser. As of
December 31, 2022, Mr. Skapyak owned unvested restricted stock units of The Bank of New York Mellon Corporation,
the parent company of the Investment Adviser, which he subsequently sold.
PERTAINING
TO THE BOARD
· The
Fund held six Board meetings, four Audit Committee meetings, two Nominating Committee meetings and one
Compensation Committee during the last fiscal year. The Litigation Committee did not meet during the
last fiscal year.
· The Fund does not have a formal policy regarding
Directors' attendance at annual meetings of stockholders. Directors did not attend last year's annual
meeting of stockholders.
· All Continuing Directors and Nominees attended
at least 75% of the meetings of the Board and committees of which they were a member held in the last
fiscal year.
A-5
Compensation Table. The amount of compensation
paid by the Fund to each Continuing Director and emeritus Board member for the fiscal year ended August
31, 2022, and the aggregate amount of compensation paid to each Continuing Director and emeritus Board
member by all funds in the fund complex (which comprises registered investment companies for which the
Investment Adviser or an affiliate of the Investment Adviser serves as investment adviser) for which
such person was a Board member or emeritus Board member during 2022, was as follows:*
| | |
Name of Continuing
Director
|
Compensation
from the Fund
| Aggregate
Compensation from the Fund and Fund Complex Paid to
Director(**) |
Francine
J. Bovich | $5,673 | $613,000 (53) |
Joseph
S. DiMartino | $7,011 | $1,194,875 (95) |
Kenneth
A. Himmel | $5,459 | $184,500 (21) |
Bradley
J. Skapyak | $5,554 | $205,000 (21) |
Emeritus
Board Member
| | |
Stephen
J. Lockwood*** | $3,895 | $86,250 (21) |
____________________
* Amounts shown do not include expenses
reimbursed to Directors for attending board meetings. Amounts shown also do not include the costs of
office space and related parking, office supplies and secretarial services, which are paid by the Fund,
which, in 2022, the amount paid by the Fund was approximately $78.
** Represents the number of separate portfolios comprising the investment companies
in the fund complex, including the Fund, for which such persons served as board members or emeritus Board
member in 2022.
***
Mr. Lockwood became an emeritus Board member effective October 29, 2021. Prior to such date, Mr. Lockwood
served as a Class III Director of the Fund. An emeritus Board member is entitled to receive an annual
retainer of one-half the amount paid as a retainer at the time the Director became emeritus and a per
meeting attended fee of one-half the amount paid to Directors. The amounts in the table reflect the
fees Mr. Lockwood received from the Fund and funds in the fund complex as a board member during the fiscal
year ended August 31, 2022. The Fund's emeritus program was discontinued for current Directors in November
2021.
A-6
PART II
Part II sets forth information regarding the
officers of the Fund. Each officer of the Fund holds office for an indefinite term until the officer's
successor is elected and has qualified.
| | |
Name
and Position with Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
DAVID DIPETRILLO President
(2019)1 | 45 | Vice President and Director of the Investment
Adviser since February 2021; Head of North America Product, BNY Mellon Investment Management since January
2018; and Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December
2017. He is an officer of 53 investment companies (comprised of 103 portfolios) managed by the Investment
Adviser. |
JAMES WINDELS Treasurer
(2017) | 64 | Vice President of the Investment Adviser since
September 2020; and Director – BNY Mellon Fund Administration. He is an officer of 54 investment companies
(comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
A-7
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
PETER M. SULLIVAN Chief
Legal Officer, Vice President and Assistant Secretary (2019)2 | 55 | Chief Legal Officer of the Investment Adviser and Associate General Counsel of
The Bank of New York Mellon Corporation since July 2021; Senior Managing Counsel of The Bank of New York
Mellon Corporation from December 2020 to July 2021; and Managing Counsel of The Bank of New York Mellon
Corporation from March 2009 to December 2020. He is an officer of 54 investment companies (comprised
of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
JAMES BITETTO Vice
President and Secretary (2017)3 | 56 | Senior
Managing Counsel of The Bank of New York Mellon Corporation since December 2019; Managing Counsel of
The Bank of New York Mellon Corporation from April 2014 to December 2019; and Secretary of the Investment
Adviser. He is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment
Adviser or an affiliate of the Investment Adviser. |
A-8
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
DEIRDRE CUNNANE Vice
President and Assistant Secretary (2019) | 32 | Managing Counsel of The Bank of New York Mellon
Corporation since December 2021; Counsel of The Bank of New York Mellon Corporation from August 2018
to December 2021; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from
February 2016 to August 2018. She is an officer of 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 (2017) | 47 | Vice President of BNY Mellon ETF Investment Adviser, LLC since February 2020;
Senior Managing Counsel of The Bank of New York Mellon Corporation since September 2021; Managing Counsel
of The Bank of New York Mellon Corporation from December 2017 to September 2021; and Senior Counsel of
The Bank of New York Mellon Corporation from March 2013 to December 2017. She is an officer of 54 investment
companies (comprised of 123 portfolio) managed by the Investment Adviser or an affiliate of the Investment
Adviser. |
A-9
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
JEFF S. PRUSNOFSKY Vice
President and Assistant Secretary (2017) | 57 | Senior Managing Counsel of The Bank of New
York Mellon Corporation. He is an officer of 54 investment companies (comprised of 123 portfolios) managed
by the Investment Adviser or an affiliate of the Investment Adviser. |
AMANDA
QUINN Vice President and Assistant Secretary (2020) | 38 | Counsel
of The Bank of New York Mellon Corporation since June 2019; Regulatory Administration Manager at BNY
Mellon Investment Management Services from September 2018 to May 2019; and Senior Regulatory Specialist
at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 54
investment companies (comprised of 123 portfolios) managed by the Adviser or an affiliate of the Investment
Adviser. |
JOANNE
SKERRETT Vice President and Assistant Secretary (2023) | 51 | Managing Counsel of The Bank of New York Mellon Corporation and Senior Counsel
with the Mutual Fund Directors Forum from September 2016 to June 2022. She is an officer of 54 investment
companies (comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment
Adviser. |
A-10
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
NATALYA ZELENSKY Vice
President and Assistant Secretary (2017) | 37 | Chief Compliance Officer since August 2021
and Vice President since February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer
since August 2021 and Vice President and Assistant Secretary since February 2020 of BNY Mellon ETF Trust;
Managing Counsel of The Bank of New York Mellon Corporation from December 2019 to August 2021; Counsel
of The Bank of New York Mellon Corporation from May 2016 to December 2019; and Assistant Secretary of
the Investment Adviser from April 2018 to August 2021. She is an officer of 54 investment companies
(comprised of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
A-11
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
DANIEL GOLDSTEIN Vice
President (2022) | 53 | Head of Product Development of North America
Product, BNY Mellon Investment Management since January 2018; Co-Head of Product Management, Development
& Oversight of North America Product, BNY Mellon Investment Management from January 2010 to January
2018; and Senior Vice President, Development & Oversight of North America Product, BNY Mellon Investment
Management since 2010. He is an officer of 53 investment companies (comprised of 103 portfolios) managed
by the Investment Adviser or an affiliate of the Investment Adviser. |
JOSEPH
MARTELLA Vice President (2022) | 46 | Vice President
of BNYM Investment Adviser since December 2022; Head of Product Management of North America Product,
BNY Mellon Investment Management since January 2018; Director of Product Research and Analytics of North
America Product, BNY Mellon Investment Management from January 2010 to January 2018; and Senior Vice
President of North America Product, BNY Mellon Investment Management since 2010. He is an officer of
53 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate
of the Investment Adviser. |
A-12
| | |
Name and Position with
Fund (Since) | Age
| Principal Occupation and Business
Experience For Past Five Years |
GAVIN C. REILLY Assistant
Treasurer (2017) | 54 | Tax Manager – BNY Mellon Fund Administration.
He is an officer of 54 investment companies (comprised of 123 portfolios) managed by the Investment
Adviser or an affiliate of the Investment Adviser. |
ROBERT
SALVIOLO Assistant Treasurer (2017) | 55 | Senior
Accounting Manager – BNY Mellon Fund Administration. He is an officer of 54 investment companies (comprised
of 123 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser. |
ROBERT SVAGNA Assistant
Treasurer (2017) | 56 | Senior Accounting Manager – BNY Mellon Fund
Administration. He is an officer of 54 investment companies (comprised of 123 portfolios) managed by
the Investment Adviser or an affiliate of the Investment Adviser. |
JOSEPH
W. CONNOLLY Chief Compliance Officer (2017) | 65 | Chief Compliance
Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance
Officer of the Investment Adviser from 2004 until June 2021. He is an officer of 53 investment companies
(comprised of 108 portfolios) managed by the Investment Adviser. |
____________________
1
President since 2021; previously, Vice President.
A-13
2
Chief Legal Officer since July 2021.
3 Vice
President and Secretary since 2018; previously, Vice President and Assistant Secretary.
The address of each officer of the Fund is 240 Greenwich Street, New York, New
York 10286.
A-14
PART III
Part III sets forth information
for the Fund regarding the beneficial ownership of its shares as of April 10, 2023 by the Nominees,
Continuing Directors and officers of the Fund owning shares on such date and by any stockholders owning
5% or more of the Fund's outstanding shares.
As of April 10, 2023,
the Nominees, Continuing Directors and officers of the Fund, as a group, beneficially owned less than
1% of the Fund's outstanding shares.
To the Fund's knowledge,
based on filings made pursuant to Section 13 of the Exchange Act, as of April 10, 2023, the following
information with respect to beneficial ownership of more than 5% of the Fund's outstanding shares has
been reported.
| | | |
Title
of Class
| Name
and Address of Beneficial Owner | Number
of Shares Owned | Percent
of Class |
Common
Stock | Morgan Stanley 1585
Broadway New York, NY 10036 | 1,149,050 | 7.7% |
As of April 10, 2023, Cede & Co., P.O. Box 20, Bowling Green Station, New
York, New York 10274, held of record 99.999% of the outstanding shares of the Fund's common stock.
Delinquent Section 16(a) Reports
Under
Section 16(a) of the Exchange Act and Section 30(h) of the 1940 Act, and the rules thereunder, the Fund's
officers and Directors, persons owning more than 10% of the Fund's common stock, and certain additional
persons are required to report their transactions in the Fund's common stock to the SEC and the Fund.
Based solely on written representations of such persons and on copies of reports that have been filed
with the SEC, the Fund believes that, during the fiscal year ended August 31, 2022, all filing requirements
applicable to such persons were complied with, except the following persons did not report on a timely
basis in a Form 3 filing that they had no beneficial interest in the Fund as of the date they were appointed
to their respective positions: BNY Mellon Investment Adviser, Inc., Alcentra NY, LLC and Cathy Bevan,
Joseph Cantwell, Brandon Chao, Ross Curran, Eric Larsson, John Miller, Jane Nelson, Vinay Patel, Laurence
Raven and Daire Wheeler of Alcentra NY, LLC. Each failure to file was subsequently reported on the appropriate
Form during the fiscal year ended August 31, 2022.
A-15
EXHIBIT B
THE BNY MELLON FAMILY OF FUNDS
BNY
MELLON FUNDS TRUST
Nominating Committee Charter and Procedures
ORGANIZATION
The Nominating Committee
(the "Committee") of each fund in the BNY Mellon Family of Funds (each, the "Fund") shall be composed
solely of Directors/Trustees ("Directors") who are not "interested persons" (as defined in Section 2(a)(19)
of the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund ("Independent Directors").
The Board of Directors of the Fund (the "Board") shall select the members of the Committee and shall
designate the Chairperson of the Committee.
RESPONSIBILITIES
The
Committee shall select and nominate persons for election or appointment by the Board as Directors of
the Fund and as Advisory Board Members (as defined below) of the Fund.
EVALUATION
OF POTENTIAL NOMINEES
The Board believes that Directors need to have
the ability to critically review, evaluate, question and discuss information provided to them, and to
interact effectively with Fund management, service providers and counsel, in order to exercise effective
business judgment in the performance of their duties. In evaluating potential Director nominees (including
any nominees recommended by shareholders as provided below) in light of this standard, and to address
certain legal and other requirements and considerations associated with composition of the Board, the
Committee shall consider, among other factors it may deem relevant:
· the character and integrity of the person;
· whether
or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund;
· whether
or not the person has any relationships that might impair his or her service on the Board;
· whether
nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding
the number and percentage of Independent Directors on the Board;
· whether
or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations
or their related fund complexes;
B-1
· whether
or not the person is willing to serve and is willing and able to commit the time necessary for the performance
of the duties and responsibilities of a Director of the Fund; and
· the
educational background; business, professional training or practice (e.g.,
medicine, accounting or law), public service or academic positions; experience from service as a board
member (including the Board) or as an executive of investment funds, public companies or significant
private or not-for-profit entities or other organizations; and/or other life experiences.
In addition, the Committee may consider whether a potential nominee's professional
experience, education, skills and other individual qualities and attributes, including gender, race or
national origin, would provide beneficial diversity of skills, experience or perspective to the Board's
membership and collective attributes. Such considerations will vary based on the Board's existing membership
and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity
considerations.
While the Committee is solely responsible for
the selection and nomination of Directors and Advisory Board Members, the Committee may consider nominees
for Independent Director recommended by Fund shareholders. The Committee will consider recommendations
for nominees from shareholders sent to the Secretary of the Fund, c/o BNY Mellon Investment Adviser,
Inc. Legal Department, 240 Greenwich Street, 18th
Floor, New York, New York 10286. A nomination submission must include all information relating to the
recommended nominee that is required to be disclosed in solicitations or proxy statements for the election
of Directors, as well as information sufficient to evaluate the factors listed above. Nomination submissions
must be accompanied by a written consent of the individual to stand for election if nominated by the
Board and to serve if elected by the shareholders, and such additional information must be provided regarding
the recommended nominee as reasonably requested by the Committee.
The
Committee shall have the authority to retain and terminate any search firm or other consultant to be
used to identify and/or conduct a background check with respect to Independent Director and/or Advisory
Board Member candidates, including the authority to approve its fees and other retention terms. The
Committee is empowered to cause the Fund to pay the compensation of any search firm or other consultant
engaged by the Committee.
NOMINATION OF DIRECTORS
After
a determination by the Committee that a person should be selected and nominated as a Director of the
Fund, the Committee shall present its recommendation to the full Board for its consideration.
B-2
ADVISORY BOARD MEMBERS
The Committee may from
time to time propose nominations of one or more individuals to serve as members of an "advisory board,"
as such term is defined in Section 2(a)(1) of the 1940 Act ("Advisory Board Members"). An individual
shall be eligible to serve as an Advisory Board Member only if that individual meets the requirements
to be an Independent Director (subject to the Committee's evaluation of the factors set forth above for
consideration of potential Director nominees) and does not otherwise serve the Fund in any other capacity.
An Advisory Board Member shall not have voting rights with respect to matters pertaining to the Fund.
Any Advisory Board Member shall serve at the pleasure of the Board and may be removed, at any time,
with or without cause, by the Board. An Advisory Board Member subsequently may be appointed as an Independent
Director, or nominated and elected as an Independent Director, at which time he or she shall cease to
be an Advisory Board Member. Any Advisory Board Member may resign at any time.
REVIEW
OF CHARTER AND PROCEDURES
The Committee shall review the charter and
procedures from time to time, as it considers appropriate.
B-3
EXHIBIT C
REPORT OF THE AUDIT COMMITTEE
BNY
Mellon Alcentra Global Credit Income 2024 Target Term Fund, Inc.
October
24, 2022
The Audit Committee oversees the Fund's financial reporting
process on behalf of the Board of Directors. Management has the primary responsibility for the financial
statements and the reporting process including the systems of internal controls. In fulfilling its oversight
responsibilities, the Committee reviewed and discussed the audited financial statements in the Annual
Report with management, including a discussion of the quality, not just the acceptability, of the accounting
principles, the reasonableness of significant judgments, and the clarity of disclosures in the financial
statement.
The Committee reviewed with the Fund's independent registered
public accounting firm (the "independent auditors" or "auditors"), who are responsible for expressing
an opinion on the conformity of those audited financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the acceptability, of the Fund's accounting principles
and such other matters as are required to be discussed with the committee under the applicable standards
of the Public Company Accounting Oversight Board (United States) ("PCAOB") and Securities and Exchange
Commission. In addition, the Committee discussed with the independent auditors the auditors' independence
from management and the Fund, including the auditors' letter and the matters in the written disclosures
required by the PCAOB, and considered the compatibility of non-audit services with the auditors' independence.
The Committee met with the independent auditors, with and without management present,
to discuss the results of their examinations, their evaluations of the Fund's internal controls, and
the overall quality of the Fund's financial reporting.
Based
on the reviews and discussions referred to above, the Committee recommended to the Board of Directors
(and the Board approved) that the audited financial statements for the Fund be included in the Fund's
Annual Report to Stockholders for the year ended August 31, 2022.
Francine
J. Bovich, Audit Committee Chair
Joseph S. DiMartino, Audit Committee Member
Andrew
J. Donohue, Audit Committee Member
Kenneth A. Himmel, Audit Committee Member
Roslyn
M. Watson, Audit Committee Member
Benaree Pratt Wiley, Audit Committee Member
C-1
C-2
0822-PROXY-23
BNY MELLON ALCENTRA GLOBAL CREDIT INCOME
2024 TARGET TERM FUND, INC.
PO Box 43131
Providence, RI 02940-3131 |
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EVERY VOTE IS IMPORTANT |
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EASY VOTING OPTIONS: |
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VOTE ON THE
INTERNET
Log on
to:
www.proxy-direct.com
or
scan the
QR code
Follow
the on-screen
instructions
available
24 hours
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VOTE BY
PHONE
Call
1-800-337-3503
Follow
the recorded
instructions
available
24 hours |
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VOTE BY
MAIL
Vote, sign
and date
this Proxy
Card and
return
in the postage-paid
envelope |
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VIRTUAL
MEETING
at the following
Website:
www.meetnow.global/MCQDQTK,
on
June 14 at 11:00 a.m.
Eastern
Time
To participate
in the Virtual
Meeting,
enter the 14-digit
control
number from
the shaded box
on this card.
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Please
detach
at perforation
before
mailing.
PROXY
BNY
MELLON
ALCENTRA GLOBAL
CREDIT INCOME
2024 TARGET
TERM FUND,
INC.
ANNUAL
MEETING
OF STOCKHOLDERS
TO BE HELD
ON JUNE 14, 2023
COMMON
STOCK
THIS PROXY IS SOLICITED ON BEHALF
OF THE BOARD
OF DIRECTORS. The undersigned
stockholder of
BNY Mellon
Alcentra
Global Credit Income 2024 Target
Term Fund,
Inc. (the “Fund”)
hereby
appoints
James Bitetto
and Deirdre Cunnane,
and each of them,
the attorneys
and proxies
of the undersigned, with
full power
of substitution,
to vote, as indicated
herein, all shares
of the Fund
standing in
the name of the
undersigned
at the close
of business
on April 10, 2023,
at the Annual
Meeting of Stockholders
of the Fund
to be virtually
held at the
following Website: www.meetnow.global/MCQDQTK,
on Wednesday,
June 14, 2023,
at 11:00 a.m.,
Eastern
time, and at any and
all adjournments
thereof (the “Meeting”), with
all of the powers
the undersigned would
possess if then
and there
personally
present and
especially (but without
limiting
the general
authorization and
power hereby given)
to vote as indicated
on the proposal, as more fully
described in
the Proxy Statement
for the Meeting. To
participate in
the Virtual Meeting
enter the
14-digit control
number from
the shaded
box on this
card. The undersigned
hereby
acknowledges receipt
of the Notice
of the Annual Meeting
of Stockholders
of the Fund and
of the accompanying
Proxy Statement, the
terms
of each of which
are incorporated
by reference, and revokes
any proxy heretofore
given with respect
to such meeting.
THIS
PROXY, WHEN PROPERLY EXECUTED,
WILL BE
VOTED IN THE
MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER.
IF THIS PROXY IS PROPERLY
EXECUTED
BUT NO DIRECTION IS MADE,
THIS PROXY WILL
BE VOTED FOR
THE NOMINEES
PRINTED ON
THE REVERSE
SIDE OF THIS CARD AND
IN THE DISCRETION
OF THE PROXY
HOLDERS ON
ANY OTHER MATTER
PROPERLY
BROUGHT
BEFORE THE
MEETING.
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VOTE VIA THE INTERNET: www.proxy-direct.com |
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VOTE VIA THE TELEPHONE: 1-800-337-3503 |
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BNY_33220_042023
PLEASE
MARK, SIGN,
DATE
ON THE
REVERSE
SIDE
AND RETURN
THE PROXY
CARD USING
THE ENCLOSED
ENVELOPE.
EVERY STOCKHOLDER’S
VOTE IS
IMPORTANT
Important
Notice Regarding
the Availability
of Proxy Materials
for the
Annual
Stockholder
Meeting to
Be Held on June 14,
2023.
The Proxy
Statement
and Proxy
Card for
this meeting
are available
at:
https://im.bnymellon.com/us/en/individual/resources/proxy-materials.jsp
IF YOU
VOTE BY TELEPHONE
OR INTERNET,
PLEASE
DO NOT MAIL YOUR
CARD
Please
detach
at perforation
before
mailing.
TO
VOTE,
MARK
BLOCKS
BELOW
IN BLUE
OR BLACK
INK AS
SHOWN
IN THIS
EXAMPLE:
☒
Proposal
The Board
of Directors
recommends
a vote “FOR”
the following
nominees.
1. Election
of Directors:
Class
I - 01. Andrew
J. Donohue
02. Roslyn
M. Watson
03. Benaree
Pratt Wiley
INSTRUCTIONS:
To withhold
authority
to vote for any individual
nominee(s),
mark the
box
“FOR
ALL EXCEPT”
and write
the nominee’s
number
on the line
provided
below.
FOR
ALL |
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WITHHOLD
ALL |
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FOR ALL
EXCEPT |
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2. To
transact
such other business
as may properly
come before
the meeting,
or any adjournments
or postponements
thereof.
Authorized Signatures
─ This section
must be
completed
for your
vote to be
counted.─
Sign
and Date Below
Note:
Please sign
exactly
as your
name(s)
appear(s)
on this
Proxy
Card,
and date
it. When
shares
are held
jointly,
each
holder
should
sign. When
signing
as attorney,
executor,
administrator,
trustee,
guardian,
officer
of corporation
or other
entity
or in another
representative
capacity,
please
give the
full
title
under
the signature.
Date (mm/dd/yyyy) ─ Please print date below |
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Signature 1 ─ Please keep signature within the box |
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Signature 2 ─ Please keep signature within the box |
/…./ |
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Scanner bar code |
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xxxxxxxxxxxxxx |
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BNY 33220 |
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xxxxxxxx |
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