0001111565-20-000021.txt : 20200505 0001111565-20-000021.hdr.sgml : 20200505 20200505164749 ACCESSION NUMBER: 0001111565-20-000021 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200505 DATE AS OF CHANGE: 20200505 EFFECTIVENESS DATE: 20200505 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BNY MELLON FUNDS TRUST CENTRAL INDEX KEY: 0001111565 IRS NUMBER: 134121547 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-34844 FILM NUMBER: 20849653 BUSINESS ADDRESS: STREET 1: C/O BNY MELLON INVESTMENT ADVISER, INC. STREET 2: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 2129226400 MAIL ADDRESS: STREET 1: C/O BNY MELLON INVESTMENT ADVISER, INC. STREET 2: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 FORMER COMPANY: FORMER CONFORMED NAME: MELLON FUNDS TRUST DATE OF NAME CHANGE: 20030429 FORMER COMPANY: FORMER CONFORMED NAME: MPAM FUNDS TRUST DATE OF NAME CHANGE: 20000410 POS EX 1 lp1-mellon.htm POST-EFFECTIVE AMENDMENT NO.72 lp1-mellon.htm - Generated by SEC Publisher for SEC Filing

File No. 333-34844

811-09903

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [X]

 Pre-Effective Amendment No.  [__]

 Post-Effective Amendment No. 72  [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

 Amendment No. 74  [X]

(Check appropriate box or boxes.)

BNY Mellon Funds Trust

(Exact Name of Registrant as Specified in Charter)

c/o BNY Mellon Investment Adviser, Inc.

240 Greenwich Street, New York, New York 10286

(Address of Principal Executive Offices) (Zip Code)

 Registrant's Telephone Number, including Area Code: (212) 922-6400

Bennett A. MacDougall, Esq.

240 Greenwich Street

New York, New York 10286

(Name and Address of Agent for Service)

It is proposed that this filing will become effective immediately upon filing pursuant to Rule 462(d).

 

Explanatory Note

This Post-Effective Amendment consists of the following:

1. Facing Sheet of the Registration Statement.

2. Part C to the Registration Statement (including signature page).

3. Exhibit (d)(3) to Item 28 to the Registration Statement.

This Post-Effective Amendment is being filed soley to file the Sub-Advisory Agreement between BNY Mellon Investment Adviser, Inc. and Geneva Capital Management LLC as Exhibit (d)(3) to Item 28 to this Registration Statement on Form N-1A.

 

Parts A and B of Post-Effective Amendment No. 70 to the Registration Statement on Form N-1A filed on December 26, 2019 (which can be accessed here) pursuant to Rule 485(b) under the Securities Act of 1933, as amended, are incorporated by reference herein.

 


BNY MELLON FUNDS TRUST
(formerly, Mellon Funds Trust)
(formerly, MPAM Funds Trust)

PART C
OTHER INFORMATION

Item 28. Exhibits

(a)(1)  Registrant's Amended and Restated Agreement and Declaration of Trust, dated June 5, 2000, is incorporated by reference to Exhibit (a) of Pre-Effective Amendment No. 1 to the Registration Statement on Form N-1A, filed July 7, 2000.

(a)(2)  Certificate of Amendment to the Amended and Restated Declaration of Trust, dated December 17, 2002, is incorporated by reference to Exhibit (a) of Post-Effective Amendment No. 10 to the Registration Statement on Form N-1A, filed December 23, 2004.

(a)(3)  Articles of Amendment, dated March 11, 2008, are incorporated by reference to Exhibit (a)(2) of Post-Effective Amendment No. 20 to the Registration Statement on Form N-1A, filed March 27, 2008.

(a)(4)  Certificate of Designation, related to BNY Mellon International Equity Income Fund, dated September 16, 2011, is incorporated by reference to Exhibit (a)(4) of Post-Effective Amendment No. 40 to the Registration Statement on Form N-1A, filed December 28, 2011("Post-Effective Amendment No. 40").

(a)(5)  Certificate of Designation, related to BNY Mellon Corporate Bond Fund, dated December 6, 2011, is incorporated by reference to Exhibit (a)(5) of Post-Effective Amendment No. 40.

(a)(6)  Certificate of Amendment to the Amended and Restated Declaration of Trust, dated April 4, 2014, is incorporated by reference to Exhibit (a)(5) of Post-Effective Amendment No. 53 to the Registration Statement on Form N-1A, filed December 24, 2014 ("Post-Effective Amendment No. 53").

(a)(7)  Certificate of Amendment to the Amended and Restated Declaration of Trust, dated October 9, 2014, is incorporated by reference to Exhibit (a)(6) of Post-Effective Amendment No. 53.

(a)(8)  Certificate of Amendment to the Amended and Restated Declaration of Trust, dated March 8, 2016, is incorporated by reference to Exhibit (a)(7) of Post-Effective Amendment No. 59 to the Registration Statement on Form N-1A, filed May 27, 2016 ("Post-Effective Amendment No. 59").

(a)(9)  Certificate of Amendment to the Amended and Restated Declaration of Trust, dated April 14, 2016, is incorporated by reference to Exhibit (a)(8) of Post-Effective Amendment No. 59.

(a)(10)  Certificate of Amendment to the Amended and Restated Declaration of Trust, dated March 7, 2017 is incorporated by reference to Exhibit (a)(9) of Post-Effective Amendment No. 64 to the Registration Statement on Form N-1A, filed March 24, 2017 ("Post-Effective Amendment No. 64").

(b)  Registrant's Amended and Restated By-Laws, dated July 1, 2011, is incorporated by reference to Exhibit (b) of Post-Effective Amendment No. 70 to the Registration Statement on Form N-1A, filed December 26, 2019 ("Post-Effect Amendment No. 70").

(c) Instruments defining the rights of holders of Registrant's securities are incorporated by reference to Articles III, V, VI, VIII and IX of Registrant's Amended and Restated Agreement and Declaration of Trust (see (a)(1) above)

 

and Articles 9 and 11 of Registrant's Amended and Restated By-Laws (see (b) above).

(d)(1)  Investment Advisory Agreement between BNY Mellon Investment Adviser, Inc. and the Registrant, dated June 14, 2000, as amended as of June 3, 2019, is incorporated by reference to Exhibit (d)(1) of Post-Effect Amendment No. 70.

(d)(2)  Sub-Investment Advisory Agreement between BNY Mellon Investment Adviser, Inc. and Walter Scott & Partners Limited, with respect to the U.S. Large Cap Equity Strategy of each of BNY Mellon Large Cap Market Opportunities Fund and BNY Mellon Tax-Sensitive Large Cap Multi-Strategy Fund, dated June 8, 2010, amended as of June 3, 2019, is incorporated by reference to Exhibit (d)(2) of Post-Effect Amendment No. 70.

(d)(3)  Sub-Investment Advisory Agreement between BNY Mellon Investment Adviser, Inc. and Geneva Capital Management LLC, with respect to the Geneva Mid Cap Growth Strategy of BNY Mellon Mid Cap Multi-Strategy Fund, dated March 17, 2020.*

(d)(4)  Sub-Investment Advisory Agreement between BNY Mellon Investment Adviser, Inc. and Boston Partners Global Investors, Inc., with respect to the Boston Partners Mid Cap Value Strategy of BNY Mellon Mid Cap Multi-Strategy Fund, dated March 17, 2020, is incorporated by reference to Exhibit (d)(4) of Post-Effect Amendment No. 70.

(e)(1)  Amended and Restated Distribution Agreement, between the Registrant and BNY Mellon Securities Corporation, dated June 3, 2019, is incorporated by reference to Exhibit (e)(1) of Post-Effect Amendment No. 70.

(e)(2)  Form of Broker-Dealer Selling Agreement, is incorporated by reference to Exhibit (e)(2) of Post-Effect Amendment No. 70.

(e)(3)  Form of Bank Selling Agreement, is incorporated by reference to Exhibit (e)(3) of Post-Effect Amendment No. 70.

(f) Not Applicable.

(g)(1)  Custody Agreement between the Registrant and The Bank of New York Mellon, dated January 1, 2011, is incorporated by reference to Exhibit (g) of Post-Effective Amendment No. 33 to the Registration Statement on Form N-1A, filed December 29, 2010.

(g)(2)  Amendment to Custody Agreement, dated October 1, 2013, is incorporated by reference to Exhibit (g)(2) of Post-Effective Amendment No. 50 to the Registration Statement on Form N-1A, filed December 27, 2013.

(g)(3)  Second Amendment to Custody Agreement, dated December 22, 2016, is incorporated by reference to Exhibit (g)(3) of Post-Effective Amendment No. 62 to the Registration Statement on Form N-1A, filed December 27, 2016.

(h)(1)  Transfer Agency Agreement between the Registrant and BNY Mellon Transfer Inc. (formerly Dreyfus Transfer, Inc.), dated May 29, 2012, is incorporated by reference to Exhibit (h)(1) of Post-Effective Amendment No. 47 to the Registration Statement on Form N-1A, filed December 28, 2012 ("Post-Effective Amendment No. 47").

(h)(2)  Administration Agreement between the Registrant and The Bank of New York Mellon, dated June 14, 2000, as amended as of March 8, 2016, is incorporated by reference to Exhibit (h)(2) of Post-Effective Amendment No. 64.

(h)(3)  Shareholder Services Plan, dated May 9, 2001, as revised March 8, 2016, is incorporated by reference to Exhibit (h)(3) of Post-Effective Amendment No. 59.

(i)  Opinion and Consent of Registrant's counsel, is incorporated by reference to Exhibit (i) of Post-Effect Amendment No. 70.

(j)  Consent of Independent Registered Public Accounting Firm, is incorporated by reference to Exhibit (j) of Post-Effect Amendment No. 70.

 

(k) Not Applicable.

(l) Not Applicable.

(m)(1)  Rule 12b-1 Distribution Plan is incorporated by reference to Exhibit (m)(1) of Post-Effective Amendment No. 59.

(n)  Amended and Restated 18f-3 Plan, is incorporated by reference to Exhibit (n) of Post-Effect Amendment No. 70.

(o) Not Applicable.

(p)(1)  Code of Ethics of The Bank of New York Mellon Corporation, BNY Mellon Investment Adviser, Inc. and Walter Scott & Partners Limited, revised January 15, 2019, is incorporated by reference to Exhibit (p)(1) of Post-Effect Amendment No. 70.

(p)(2)  Code of Ethics of Boston Partners Global Investors, Inc. (formerly Robeco Investment management, Inc.) is incorporated by reference to Exhibit (p)(3) of Post-Effective Amendment No. 47.

(p)(3)  Code of Ethics of Nonmanagement Board Members of Registrant, is incorporated by reference to Exhibit (p)(3) of Post-Effect Amendment No. 70.

(p)(4)  Code of Ethics of Geneva Capital Management LLC. (a subsidiary of Janus Henderson Investors) is incorporated by reference to exhibit (p)(5) of Post-Effective Amendment No. 66 to the Registration Statement on Form N-1A, filed December 27, 2017.

Other Exhibits

(1)  Power of Attorney, is incorporated by reference to Other Exhibit (2) of Post-Effect Amendment No. 70.

Item 29. Persons Controlled by or Under Common Control with Registrant

 Not Applicable.

Item 30. Indemnification

(a) The Registrant shall indemnify each of its Trustees and officers (including persons who serve at the Registrant's request as directors, officers or trustees of another organization in which the Registrant has any interest as a shareholder, creditor or otherwise) (hereinafter referred to as a "Covered Person") against all liabilities and expenses, including, but not limited to, amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceeding, whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter, by reason of being or having been such a Trustee or officer, except with respect to any matter as to which such Covered Person shall have been finally adjudicated in a decision on the merits in any such action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Registrant and except that no Covered Person shall be indemnified against any liability to the Registrant or its shareholders to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office. Expenses, including counsel fees so incurred by any such Covered Person (but excluding amounts paid in satisfaction of judgments, in compromise or as fines or penalties), may be paid from time to time by the Registrant in advance of the final disposition or any such action, suit or proceeding upon receipt of an undertaking by or on behalf of such Covered Person to repay amounts so paid to the Registrant if it is ultimately determined that indemnification of such expenses is not authorized under Article 10 of the Registrant's By-Laws, provided that (i) such Covered Person shall provide security for his or her undertaking, (ii) the Registrant shall be insured against losses arising by reason of such Covered Person's failure to fulfill his or her undertaking, or (iii) a majority of the Trustees who are disinterested persons and who are not

 

Interested Persons (as that term is defined in the Investment Company Act of 1940, as amended (the "1940 Act")) (provided that a majority of such Trustees then in office act on the matter), or independent legal counsel in a written opinion, shall determine, based on a review of readily available facts (but not a full trial-type inquiry), that there is reason to believe such Covered Person ultimately will be entitled to indemnification.

(b) As to any matter disposed of (whether by a compromise payment, pursuant to a consent decree or otherwise) without an adjudication in a decision on the merits by a court, or by any other body before which the proceeding was brought, that such Covered Person either (i) did not act in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Registrant or (ii) is liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office, indemnification shall be provided if (i) approved as in the best interest of the Registrant, after notice that it involves such indemnification, by at least a majority of the Trustees who are disinterested persons and are not Interested Persons (as that term is defined in 1940 Act) (provided that a majority of such Trustees then in office act on the matter), upon a determination, based upon a review of readily available facts (but not a full trial-type inquiry) that such Covered Person acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Registrant and is not liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office, or (ii) there has been obtained an opinion in writing of independent legal counsel, based upon a review of readily available facts (but not a full trial-type inquiry) to the effect that such Covered Person appears to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Registrant and that such indemnification would not protect such Covered Person against any liability to the Registrant to which such Covered Person would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office. Any approval pursuant to this Section shall not prevent the recovery from any Covered Person of any amount paid to such Covered Person in accordance with this Section as indemnification if such Covered Person is subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such Covered Person's action was in the best interests of the Registrant or to have been liable to the Registrant or its shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person's office

(c)  The right of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be entitled. As used Article 10 of the Registrant's By-Laws, the term "Covered Person" shall include such person's heirs, executors and administrators, and a "disinterested person" is a person against whom none of the actions, suits or other proceedings in question or another action, suit, or other proceeding on the same or similar grounds is then or has been pending. Nothing contained in Article 10 of the Registrant's By-Laws shall affect any rights to indemnification to which personnel of the Registrant, other than Trustees and officers, and other persons may be entitled by contract or otherwise under law, nor the power of the Registrant to purchase and maintain liability insurance on behalf of such person.

(d) Notwithstanding any provisions in the Registrant's Amended and Restated Agreement and Declaration of Registrant and By-Laws pertaining to indemnification, all such provisions are limited by the following undertaking set forth in the rules promulgated by the Securities and Exchange Commission:

In the event that a claim for indemnification is asserted by a Trustee, officer or controlling person of the Registrant in connection with the registered securities of the Registrant, the Registrant will not make such indemnification unless (i) the Registrant has submitted, before a court or other body, the question of whether the person to be indemnified was liable by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of duties, and has obtained a final decision on the merits that such person was not liable by reason of such conduct or (ii) in the absence of such

 

decision, the Registrant shall have obtained a reasonable determination, based upon review of the facts, that such person was not liable by virtue of such conduct, by (a) the vote of a majority of Trustees who are neither Interested Persons as such term is defined in the 1940 Act, nor parties to the proceeding or (b) an independent legal counsel in a written opinion.

The Registrant will not advance attorneys' fees or other expenses incurred by the person to be indemnified unless (i) the Registrant shall have received an undertaking by or on behalf of such person to repay the advance unless it is ultimately determined that such person is entitled to indemnification and (ii) one of the following conditions shall have occurred: (a) such person shall provide security for his undertaking, (b) the Registrant shall be insured against losses arising by reason of any lawful advances or (c) a majority of the disinterested, non-party Trustees of the Registrant, or an independent legal counsel in a written opinion, shall have determined that based on a review of readily available facts there is reason to believe that such person ultimately will be found entitled to indemnification.

Item 31(a). Business and Other Connections of Investment Adviser

BNY Mellon Investment Adviser, Inc. ("BNYM Investment Adviser") is investment adviser to the Registrant. BNYM Investment Adviser and subsidiary companies comprise a financial service organization whose business consists primarily of providing investment management services as the investment adviser, manager and distributor for sponsored investment companies registered under the Investment Company Act of 1940 and as an investment adviser to institutional and individual accounts. BNYM Investment Adviser also serves as sub-investment adviser to and/or administrator of other investment companies. BNY Mellon Securities Corporation, a wholly-owned subsidiary of BNYM Investment Adviser, serves primarily as a registered broker-dealer of shares of other investment companies sponsored by BNYM Investment Adviser and other investment companies for which BNYM Investment Adviser acts as an investment adviser, sub-investment adviser or administrator.

Item 31(b). Business and Other Connections of Sub-Investment Advisers.

 The Registrant is fulfilling the requirement of this Item 31(b) to provide a list of the officers and directors of Walter Scott & Partners Limited ("Walter Scott"), the sub-investment adviser to the U.S. Large Cap Equity Strategy of the Registrant's BNY Mellon Tax-Sensitive Large Cap Multi-Strategy Fund and BNY Mellon Large Cap Market Opportunities Fund, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by Walter Scott, or those of its officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV filed with the SEC pursuant to the Investment Advisers Act of 1940, as amended (the "Advisers Act") by Walter Scott (SEC File No. 801-19420).

The Registrant is fulfilling the requirement of this Item 31(b) to provide a list of the officers and directors of Geneva Capital Management LLC ("Geneva"), the sub-investment adviser to the Geneva Mid Cap Growth Strategy of BNY Mellon Mid Cap Multi-Strategy Fund, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by Geneva, or those of its officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV filed with the SEC pursuant to the Advisers Act by Geneva (SEC File No. 801-28444).

The Registrant is fulfilling the requirement of this Item 31(b) to provide a list of the officers and directors of Boston Partners Global Investors, Inc. ("Boston Partners"), the sub-investment adviser to the Boston Partners Mid Cap Value Strategy of BNY Mellon Mid Cap Multi-Strategy Fund, together with information as to any other business, profession, vocation or employment of a substantial nature engaged in by Boston Partners, or those of its officers and directors during the past two years, by incorporating by reference the information contained in the Form ADV filed with the SEC pursuant to the Advisers Act by Boston Partners (SEC File No. 801-61786).

 

Item 31. Business and Other Connections of Investment Adviser (continued)
Officers and Directors of Investment Adviser

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

       

Renee LaRoche-Morris
President and Director

BNY Mellon Investment Adviser, Inc. ++

President

6/19 – Present

 

BNY Mellon Investment Management*******

Chief Operating Officer

1/18 - Present

       
 

BNY Mellon Securities Corporation++

Chairman, Executive Vice President and Director

6/19 - Present

 

BNY Mellon Transfer, Inc.++

Director and Vice President

6/19 - Present

       
 

BNY Mellon Wealth Management++

Chief Financial Officer

5/14-12/17

       
 

MBSC Securities Corporation++

Chairman, Executive Vice President and Director

6/18 – 6/19

       
 

MBSC Securities Corporation++

Executive Vice President

3/18 – 6/18

       
 

The Dreyfus Corporation++

President

1/18 –6/19

       

Gregory Brisk
Director

Alcentra Asset Management Limited

Director

3/18 - Present

       
 

Alcentra Limited^

Director

3/12 - Present

       
 

Alcentra NY LLC++

Director

10/15 - Present

       
 

Alcentra US, Inc. ††††

Managing Director

12/19 - Present

       
 

Alcentra US, Inc. ††††

Director

10/15 - Present

       
 

Alternative Holdings I, LLC*******

Director

7/16 - Present

       
 

Alternative Holdings II, LLC*******

Director

3/16 - Present

       
 

BNY Alcentra Group Holdings, Inc. ††††††

Director

7/18 - Present

       
 

BNYM CSIM Funding LLC+++

Managing Director

8/17 – 9/18

       
 

BNY Mellon Asset Management Operations LLC*

Director

6/19 - Present

       
 

BNY Mellon Asset Management North America Corporation*

Director

1/18 – 12/18

       
 

BNY Mellon Fund Managers Limited^

Director

10/02 - Present

       
 

BNY Mellon Fund Management (Luxembourg) S.A.^^^^

Director

3/16 - Present

       
 

BNY Mellon Global Funds PLC^^^^^

Director

2/03 - Present

       
 

BNY Mellon Global Management Limited^^^^^^

Director

11/02 - Present

       
 

BNY Mellon Insurance Agency, Inc. ++

Director

6/19 - Present

       
 

BNY Mellon International Asset Management (Holdings) Limited^

Director

10/12 - Present

       

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

 

BNY Mellon International Asset Management (Holdings) No. 1 Limited^

Director

10/12 - Present

       
 

BNY Mellon International Asset Management Group Limited^

Director

5/10 - Present

       
 

BNY Mellon Investment Management (APAC) Holdings Ltd^

Director

9/03 - Present

       
 

BNY Mellon Investment Management EMEA Limited^

Director

12/15 - Present

       
 

BNY Mellon Investment Management (Europe) Limited^

Director

10/12 – Present

       
 

BNY Mellon Investment Management (Jersey) Limited. ^^^^^^^

Director

11/12 – Present

       
 

BNY Mellon Investment Management Europe Holdings Limited^

Director

11/12 – Present

       
 

BNY Mellon Investment Management Holdings (Germany) Limited^

Director

9/12 - Present

       
 

BNY Mellon Investment Management Seed Capital Limited^

Director

11/13 - Present

       
 

BNY Mellon Investment Management (Shanghai) Limited^^^^^^^^

Director

6/17 - Present

       
 

BNY Mellon Liquidity Funds PLC^^^^^^^^^

Director

12/02 - Present

       
 

BNY Mellon Securities Corporation++

Director

6/19 - Present

       
 

BNY Mellon Transfer, Inc.++

Director and Vice President

6/19 - Present

       
 

BNY MFM Nominees Limited^

Director

5/02 - Present

       
 

CenterSquare Investment Management Holdings, Inc. +++

Director and
Managing Director

7/17 - Present

       
 

CenterSquare Investment Management, Inc. +++

Director and
Managing Director

7/17 – 1/18

       
 

CenterSquare Global Securities Management Inc. +++

Managing Director

8/17 – 3/19

       
 

CenterSquare Investment Management LLC +++

Director

1/18 - Present

       
 

Dreyfus Service Organization, Inc. ++

Director

5/19 – 6/19

       
 

EACM Advisors LLC^^

Director

7/16 - Present

       
 

IIFIG Investment Solutions ICAV

Director

5/18 - Present

       
 

Insight Investment International Limited^

Director

2/18 – Present

 

Insight Investment Management Limited^

Director

4/16 - Present

       

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

 

Insight Investment Management (Global) Limited^

Director

4/16 - Present

       
 

Insight Investment Funds Management Limited^

Director

4/16 - Present

       
 

Insight Investment Management (Europe) Limited^^^^^^^^^^

Director

9/18 – Present

       
 

Insight North America LLC++

Director

11/17 - Present

       
 

Absolute Insight Funds PLC^^^^^^^^^^

Director

3/17 - Present

       
 

Insight Global Funds II PLC^^^^^^^^^^

Director

3/17 - Present

       
 

Insight Liquidity Funds PLC^^^^^^^^^^

Director

3/17 - Present

       
 

LDI Solutions Plus PLC^^^^^^^^^^

Director

3/17 - Present

       
 

MBC Investment Corporation#

Director

2/17 - Present

       
 

MBSC Securities Corporation++

Director

3/18 – 6/19

       
 

Mellon Capital Management Corporation**

Director

7/16 – 1/18

       
 

Mellon Europe Pension (Nominees) Limited^

Director

12/00 - Present

       
 

Mellon Global Investing Corp+

Director

8/10 - Present

       
 

Mellon Investments Corporation *

Director

1/19 – 12/19

       
 

Mellon JV Limited Company^

Director

1/06 – 11/19

       
 

Mellon Overseas Investment Corporation*******

Director

4/08 – 2/19

       
 

MGI Latin America S.A.

Director

7/03 - Present

 

Newton Investment Management Limited^

Director

5/16 - Present

       
 

Newton Investment Management Limited^

Director

1/20 - Present

       
 

Newton Investment Management (North America) Limited^

Director

5/16 – 12/19

       
 

Newton Management Limited^

Director

8/16 - Present

       
 

NWK Multi-Strategy Funds PLC^^^^^^

Director

5/07 - Present

       
 

Pareto Investment Management Limited^

Director

4/16 – 1/18

       
 

Standish Mellon Asset Management Company LLC*******

Director

6/16 – 1/18

       
 

The Boston Company Asset Management, LLC*

Director

7/16 – 1/18

       
 

XBK LLC^^^

Director

11/17 - Present

       
 

The Fordham Trust+++++++

Director

3/15 - Present

       

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

 

The St. Nicholas Cole Abbey Centre for Workplace Ministry Limited†††††††

Director

9/11 - Present

       
 

Distaff Lane Coffee Limited†††††††

Director

9/17 - Present

       
 

ABF Brazil Fund, SPC^^

Director

7/08 – 8/18

       
 

BNY Mellon Asset Management Operations LLC^^^

Director

11/17 – 8/18

       
 

Cutwater Asset Management Corp++

Director

1/15 – 7/18

       
 

Cutwater Holdings LLC++

Director

1/15 – 7/18

       
 

Cutwater Investor Services Corp++

Director

1/15 – 7/18

       
 

Insight Investment Management (Ireland) Limited^^^^^^^^^^

Director

3/17 – 9/18

       
       

Joseph W. Connolly
Chief Compliance Officer

BNY Mellon Family of Funds++

Chief Compliance Officer

6/19 - Present

 

BNY Mellon Funds Trust++

Chief Compliance Officer

10/04 - Present

       
 

The Dreyfus Family of Funds++

Chief Compliance Officer

10/04 – 6/19

       

Christopher O'Connor
Chief Administrative Officer

BNY Mellon Securities Corporation++

Executive Vice President

6/19 – Present

       
 

MBSC Securities Corporation++

Executive Vice President

12/11 – 6/19

       
       

Bennett A. MacDougall

Chief Legal Officer

The Bank of New York
Mellon Corporation ++

Associate General Counsel

6/15 - Present

       

John P. Shea
Chief Financial Officer

BNY Mellon Securities Corporation++

Chief Financial Officer and Treasurer

6/19-Present

       
 

BNY Mellon Transfer, Inc. ++

Chief Financial Officer and Treasurer

9/19-Present

       
 

Mellon Investments Corporation*

Chief Financial Officer and Treasurer

1/18-6/19

       
 

XBK LLC^^^

Chief Financial Officer

11/17-Present

       
 

Ivy Asset Management LLC+

Vice President

3/14-9/17

       
 

BNY Mellon Securities Corporation++

Vice President - Finance

1/06-3/19

       
 

MBSC Securities Corporation ++

Chief Financial Officer and Treasurer

3/19-6/19

       
       

Katherine Scott
Chief Risk Officer

BNY Mellon Securities Corporation++

Chief Risk Officer

6/19-Present

       
 

MBSC Securities Corporation++

Chief Risk Officer

2/14-6/19

       

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

Peter Arcabascio

Vice President – Distribution

BNY Mellon Investment Management*

Senior Vice President

7/06-Present

 

BNY Investment Strategy and Solutions Group, LLC*

Manager

6/15- Present

       

Kenneth Bradle
Vice President

BNY Mellon Securities Corporation++

President

6/19 – Present

 

BNY Mellon Investment Adviser, Inc.

Vice President

6/19 - Present

       
 

BNY Mellon Transfer, Inc.++

Chairman

6/19 - Present

       
 

MBSC Securities Corporation ++

Director

8/06 – 5/19

       
 

MBSC Securities Corporation ++

President

5/19 – 6/19

       

Charles Doumar
Vice President – Tax

Alcentra NY LLC ++

Assistant Treasurer - Tax

9/14 - Present

 

Alcentra US. Inc. ††††

Assistant Treasurer - Tax

9/14 - Present

       
 

Alternative Holdings I, LLC ***

Assistant Treasurer - Tax

1/14 - Present

       
 

Alternative Holdings II, LLC ***

Assistant Treasurer - Tax

1/14 - Present

       
 

Asset Recovery II, LLC ***

Assistant Treasurer

9/13 – Present

       
 

Asset Recovery IV, LLC ***

Assistant Treasurer

9/13 – Present

       
 

Asset Recovery V, LLC ***

Assistant Treasurer

9/13 – Present

       
 

Asset Recovery XIV, LLC ***

Assistant Treasurer

3/13 – Present

       
 

Asset Recovery XIX, LLC ***

Assistant Treasurer

7/13 – Present

       
 

Asset Recovery XX, LLC ***

Assistant Treasurer

7/13 – Present

       
 

Asset Recovery XXII, LLC ***

Assistant Treasurer

7/13 – Present

       
 

BNY Alcentra Group Holdings, Inc. ††††††

Assistant Treasurer - Tax

3/13 - Present

       
 

BNY Capital Funding LLC ***

Assistant Treasurer – Tax

9/13 - Present

       
 

BNY Investment Strategy and Solutions Group, LLC *

Assistant Treasurer – Tax

6/15 - Present

       
 

BNY Mellon Community Development Corporation ++

Assistant Treasurer – Tax

10/13 - Present

       
 

BNY Mellon Distributors Holdings Inc. #

Assistant Treasurer – Tax

6/14 – Present

       
 

BNY Mellon Investments CTA, LLC *

Assistant Treasurer

9/13 – Present

       
 

BNY Mellon Investment Servicing (US) Inc. +

Assistant Treasurer

3/14 – Present

       
 

BNY Mellon Investment Servicing Trust Company #

Assistant Treasurer

3/14 – Present

       
 

BNY Mellon Transfer, Inc.++

Assistant Treasurer

12/14 - Present

       
 

BNY Mellon Trust of Delaware#

Assistant Treasurer

11/13 – Present

       

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

 

IVY Asset Management LLC +

Assistant Treasurer

9/13 – Present

       
 

Mellon Hedge Advisors, LLC *

Assistant Treasurer

10/13 – Present

       
 

MUNB Loan Holdings, LLC***

Assistant Treasurer

10/13 – Present

       
 

Albridge Solutions, Inc. ††††

Assistant Treasurer – Tax

7/13 – Present

       
 

Allomon Corporation

Assistant Treasurer – Tax

5/13 – Present

       
 

AP Residential Realty, Inc. †††††

Assistant Treasurer – Tax

8/13 – Present

       
 

APT Holdings Corporation #

Assistant Treasurer – Tax

11/13 – Present

       
 

B.I.E. Corporation +

Assistant Treasurer – Tax

12/13 – Present

       
 

B.N.Y. Holdings (Delaware) Corporation #

Assistant Treasurer – Tax

4/13 – Present

       
 

BNY Capital Corporation ***

Assistant Treasurer – Tax

9/13 – Present

       
 

BNY Capital Markets Holdings, Inc. ***

Assistant Treasurer – Tax

9/13 – Present

       
 

BNY Capital Resources Corporation #######

Assistant Treasurer – Tax

3/13 – Present

       
 

BNYM CSIM Funding LLC +++

Assistant Treasurer – Tax

7/14 – Present

       
 

BNY Falcon Three Holding Corp. ***

Assistant Treasurer – Tax

7/13 – Present

       
 

BNY Foreign Holdings, Inc. ***

Assistant Treasurer – Tax

10/13 – Present

       
 

BNY Lease Equities (Cap Funding) LLC ########

Assistant Treasurer – Tax

7/13 – Present

       
 

BNY Lease Partners LLC ***

Assistant Treasurer – Tax

7/13 – Present

       
 

BNY Leasing Edge Corporation ***

Assistant Treasurer – Tax

7/13 – Present

       
 

BNY Mellon Asset Management North America Corporation *

Assistant Treasurer – Tax

1/18 – 12/18

       
 

BNY Mellon Capital Markets, LLC ++

Assistant Treasurer – Tax

7/13 – Present

       
 

BNY Mellon Clearing, LLC ***

Assistant Treasurer – Tax

3/16 – Present

       
 

BNY Mellon Clearing Holding Company, LLC ***

Assistant Treasurer – Tax

7/13 – Present

       
 

BNY Mellon Fixed Income Securities, LLC ***

Assistant Treasurer – Tax

8/13 – Present

       
 

BNY Mellon Trust Company of Illinois *****

Assistant Treasurer – Tax

3/13 – Present

       
 

BNY Mezzanine Funding LLC ******

Assistant Treasurer – Tax

5/13 – Present

       
 

BNY Mezzanine Holdings LLC ******

Assistant Treasurer – Tax

5/13 – Present

       
 

BNY Mezzanine Non NY Funding
LLC ******

Assistant Treasurer – Tax

5/13 – Present

       
 

BNY Mezzanine NY Funding LLC ******

Assistant Treasurer – Tax

5/13 – Present

       

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

 

BNY Partnership Funding LLC ***

Assistant Treasurer – Tax

7/13 – Present

       
 

BNY Recap I, LLC #

Assistant Treasurer – Tax

9/13 – Present

       
 

BNY Salvage Inc. ***

Assistant Treasurer – Tax

3/13 – Present

       
 

BNYM GIS Funding I LLC ***

Assistant Treasurer – Tax

6/13 – Present

       
 

BNYM GIS Funding III LLC ***

Assistant Treasurer – Tax

6/13 – Present

       
 

Amherst Capital Management, LLC ***

Assistant Treasurer – Tax

11/14 – Present

       
 

BNYM RECAP Holdings, LLC ***

Assistant Treasurer – Tax

11/14 – Present

       
 

BNY-N.J. I Corp. ***

Assistant Treasurer – Tax

4/13 – Present

       
 

BNY-N.J. II Corp. ***

Assistant Treasurer – Tax

4/13 – Present

       
 

BNY Mellon Insurance Agency, Inc. ++

Assistant Treasurer – Tax

6/19 - Present

       
 

BNY Mellon Securities Corporation++

Vice President – Tax

6/19 - Present

       
 

Boston Safe Deposit Finance Company, Inc. *

Assistant Treasurer – Tax

7/13 – Present

       
 

CenterSquare Investment Management Holdings, Inc. +++

Assistant Treasurer – Tax

12/13 – Present

       
 

CenterSquare Investment Management, Inc. +++

Assistant Treasurer – Tax

12/13 – 1/18

       
 

Colson Services Corp. ^

Assistant Treasurer – Tax

3/14 - Present

       
 

CenterSquare Investment Management LLC+++

Assistant Treasurer – Tax

1/18 – Present

       
 

Cutwater Asset Management Corp. ++++

Assistant Treasurer – Tax

1/15 - Present

       
 

Cutwater Holdings LLC ++++

Assistant Treasurer – Tax

1//15 - Present

       
 

Cutwater Investor Services Corp. ++++

Assistant Treasurer - Tax  

1/15 - Present

       
 

Dreyfus Service Organization, Inc. ++

Assistant Treasurer – Tax

3/14 – 6/19

       
 

EACM Advisors LLC ^^

Assistant Treasurer – Tax

1/14 - Present

       
 

Eagle Access LLC ^^^

Assistant Treasurer – Tax

1/14 - Present

       
 

Eagle Investment Systems LLC ^^^^

Assistant Treasurer – Tax

1/14 - Present

       
 

ECM DE. LLC ***

Assistant Treasurer – Tax

1/14 - Present

       
 

HedgeMark International, LLC ##

Assistant Treasurer – Tax

5/14 – Present

       
 

iNautix (USA) LLC ###

Assistant Treasurer – Tax

11/13 – Present

       
 

IRE-1, Inc. †††

Assistant Treasurer – Tax

7/13 – Present

       
 

Island Waterworks, Inc. †††

Assistant Treasurer – Tax

7/13 – Present

       

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

 

JRHC 1998A LLC ####

Assistant Treasurer – Tax

12/13 – Present

       
 

Lockwood Advisors, Inc. ######

Assistant Treasurer – Tax

3/14 - Present

       
 

Lockwood Insurance, Inc. ######

Assistant Treasurer – Tax

8/14 - Present

       
 

Lockwood Solutions, Inc. ######

Assistant Treasurer – Tax

3/14 - Present

       
 

Lease Equities (Texas) Corporation #####

Assistant Treasurer – Tax

7/13 – Present

       
 

Madison Pershing LLC ###

Assistant Treasurer – Tax

6/13 – Present

       
 

MAM (MA) Holding Trust *

Assistant Treasurer – Tax

8/13 – Present

       
 

MBC Investment Corporation #

Assistant Treasurer – Tax

11/13 – Present

       
 

MBSC Securities Corporation ++

Vice President – Tax

2/14 – 6/19

       
 

MCDI (Holdings) LLC ***

Assistant Treasurer – Tax

9/13 – Present

       
 

Mellon Capital Management Corporation **

Assistant Treasurer – Tax

1/14 – 1/18

       
 

Mellon Holdings LLC++

Assistant Treasurer

2/15 - Present

       
 

Mellon EFT Services†††††

Assistant Treasurer - Tax

10/15 - Present

       
 

MELDEL Leasing Corporation Number 2, Inc. #

Assistant Treasurer – Tax

9/13 – Present

       
 

Mellon Financial Services Corporation #1+

Assistant Treasurer – Tax

7/13 – Present

       
 

Mellon Financial Services Corporation #4 +

Assistant Treasurer – Tax

9/13 – Present

       
 

Mellon Funding Corporation +

Assistant Treasurer – Tax

3/14 - Present

       
 

Mellon Global Investing Corp. +

Assistant Treasurer – Tax

5/14 - Present

       
 

Mellon Investments Corporation*

Assistant Treasurer – Tax

1/19- Present

       
 

Mellon Investor Services Holdings LLC
++++++

Assistant Treasurer – Tax

8/16 – Present

       
 

Mellon Leasing Corporation+

Assistant Treasurer – Tax

7/13 – Present

       
 

Mellon Life Insurance Company+

Assistant Treasurer – Tax

10/13 – Present

       
 

Mellon Overseas Investment Corporation ***

Assistant Treasurer – Tax

12/13 - Present

       
 

Mellon Properties Company ****

Assistant Treasurer – Tax

8/13 – Present

       
 

National Residential Assets Corp.***

Assistant Treasurer – Tax

4/13 – Present

       
 

Newton Capital Management LLC.***

Assistant Treasurer – Tax

8/14 - Present

       
 

NY CRE Asset Holdings, LLC. ***

Assistant Treasurer – Tax

1/14 - Present

       
 

NY CRE Asset Holdings II, LLC. ***

Assistant Treasurer – Tax

1/14 - Present

       
 

One Wall Street Corporation ***

Assistant Treasurer – Tax

11/13 – Present

       
 

Pareto New York LLC++

Assistant Treasurer – Tax

11/13 – Present

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

       
 

PAS Holdings LLC ***

Assistant Treasurer – Tax

6/13 – Present

       
 

Pershing Advisor Solutions LLC ###

Assistant Treasurer – Tax

6/13 – Present

       
 

Pershing Group LLC ###

Assistant Treasurer – Tax

6/13 – Present

       
 

Pershing Investments LLC ***

Assistant Treasurer – Tax

6/13 – Present

       
 

Pershing LLC ###

Assistant Treasurer – Tax

7/13 – Present

       
 

Standish Mellon Asset Management Company LLC*

Assistant Treasurer – Tax

11/14 – 1/18

       
 

TBC Securities Co., Inc.*

Assistant Treasurer – Tax

6/13 – Present

       
 

TBCAM, LLC *

Assistant Treasurer – Tax

10/13 – Present

       
 

Technology Services Group, Inc. ++

Assistant Treasurer – Tax

9/13 – Present

       
 

Tennessee Processing Center LLC ++

Assistant Treasurer – Tax

9/13 – Present

       
 

The Bank of New York Consumer Leasing Corporation***

Assistant Treasurer – Tax

7/13 – Present

       
 

The Bank of New York Mellon Trust Company, National Association +

Assistant Treasurer

10/13 - Present

       
 

The Boston Company Asset Management, LLC *

Assistant Treasurer – Tax

8/13 – 1/18

       
 

MBNA Institutional PA Services LLC +

Treasurer

7/13 – Present

       
 

MBNA PW PA Services LLC +

Treasurer

7/13 – Present

       
 

Stanwich Insurance Agency, Inc. ***

Treasurer

12/13 – Present

       
 

BNY Aurora Holding Corp. ***

Vice President

11/13 – Present

       
 

Agency Brokerage Holding LLC***

Vice President – Tax

6/13 – Present

       

Tracy A. Hopkins-Condon

Vice President - Cash Strategies

BNY Mellon Securities Corporation++

Executive Vice President

6/19 – Present

 

BNY Mellon Transfer, Inc.++

Vice President

5/98 - Present

       
 

MBSC Securities Corporation++

Executive Vice President

2/14 – 6/19

       

Anthony Mayo
Vice President – Information Systems

BNY Mellon Securities Corporation++

Chief Technology Officer

6/19 – Present

       
 

MBSC Securities Corporation++

Chief Technology Officer

4/14 – 6/19

       
       

Kathleen Geis
Vice President

BNY Mellon International Operations (India) Private Limited

Director

5/05 - Present

       
 

BNY Mellon Asset Management North America Corporation*

Vice President -
Real Estate

1/18 – 12/18

       

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

 

Albridge Solutions, Inc.

Managing Director

7/11 - Present

       
 

BNY Mellon Distributors Holdings, Inc. #

Vice President -
Real Estate

7/11 - Present

       
 

BNY Mellon Investment Management Services LLC #

Vice President -
Real Estate

10/11 - Present

       
 

BNY Mellon Investment
Servicing (US) Inc. +

Vice President -
Real Estate

7/11 - Present

       
 

BNY Mellon Performance & Risk Analytics, LLC +

Vice President -
Real Estate

7/11 - Present

       
 

BNY Mellon Securities Corporation++

Vice President -
Real Estate

6/19 - Present

       
 

BNY Mellon Trust Company of Illinois *****

Vice President -
Real Estate

7/11 - Present

       
 

BNY Mellon Trust of Delaware#

Vice President -
Real Estate

7/11 - Present

       
 

CenterSquare Investment Management Holdings, Inc. +++

Vice President -
Real Estate

10/12 – Present

       
 

Eagle Investment Systems LLC ^^^^

Vice President -
Real Estate

7/11 – Present

       
 

Ivy Asset Management LLC +

Vice President -
Real Estate

7/11 – Present

       
 

MBSC Securities Corporation ++

Vice President -
Real Estate

7/11 – 6/19

       
 

Mellon Capital Management Corporation**

Vice President -
Real Estate

7/11 – 1/18

       
 

Mellon Financial Services

Corporation #1+

Vice President -
Real Estate

7/11 – Present

       
 

Mellon Holdings LLC++

Vice President -
Real Estate

7/11 – Present

       
 

Mellon Investments Corporation*

Vice President -
Real Estate

1/19 – Present

 

Mellon Investor Services Holdings LLC++++++

Vice President -
Real Estate

8/16 - Present

       
 

Pareto New York LLC ++

Vice President -
Real Estate

7/11 – Present

       
 

Technology Services Group, Inc. ++

Vice President -
Real Estate

7/11 – Present

 

Tennessee Processing Center LLC ++

Vice President -
Real Estate

7/11 - Present

       
 

The Bank of New York Mellon Trust Company, National Association+

Vice President -
Real Estate

7/11 - Present

       

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

 

Alcentra US, Inc. ††††

Vice President -
Real Estate

7/11 - Present

       
 

BNY Mellon Capital Markets LLC++

Vice President -
Real Estate

7/11 - Present

       
 

Pershing LLC ###

Vice President -
Real Estate

7/11 - Present

       
 

The Bank of New York Mellon+

Managing Director

7/09 - Present

       
       
       

Claudine Orloski
Vice President – Tax

BNY Mellon Insurance Agency, Inc. ++

Vice President – Tax

6/19 – Present

       
 

BNY Mellon Securities Corporation++

Vice President – Tax

6/19 - Present

       
 

Dreyfus Service Organization++

Vice President – Tax

8/14 – 6/19

       
 

Asset Recovery II, LLC***

Assistant Treasurer

9/11 - Present

       
 

Asset Recovery IV, LLC ***

Assistant Treasurer

9/11 – Present

       
 

Asset Recovery V, LLC ***

Assistant Treasurer

9/11 – Present

       
 

Asset Recovery XIV, LLC ***

Assistant Treasurer

3/11 – Present

       
 

Asset Recovery XIX, LLC ***

Assistant Treasurer

7/11 – Present

       
 

Asset Recovery XX, LLC ***

Assistant Treasurer

7/11 – Present

       
 

Asset Recovery XXII, LLC ***

Assistant Treasurer

7/11 – Present

       
 

BNY Mellon Asset Management North America Corporation *

Assistant Treasurer –Tax

1/18 – 12/18

       
 

BNY Mellon Investments CTA, LLC *

Assistant Treasurer

9/13 – Present

       
 

BNY Mellon Transfer, Inc.++

Assistant Treasurer

12/14 – Present

       
 

BNY Mellon Trust of Delaware #

Assistant Treasurer

11/11 – Present

       
 

Mellon Hedge Advisors, LLC *

Assistant Treasurer

10/11 – Present

       
 

Mellon Holdings LLC ++

Assistant Treasurer

12/11 – Present

       
 

MUNB Loan Holdings, LLC ***

Assistant Treasurer

10/11 – Present

       
 

Albridge Solutions, Inc. ††††

Assistant Treasurer -Tax

6/11 – Present

       
 

Alcentra NY, LLC ++

Assistant Treasurer -Tax

10/12 – Present

       
 

Alcentra US, Inc. ††††

Assistant Treasurer -Tax

10/11 – Present

       
 

Allomon Corporation

Assistant Treasurer -Tax

5/12 – Present

       
 

Alternative Holdings I, LLC ***

Assistant Treasurer -Tax

1/13 – Present

       
 

Alternative Holdings II, LLC ***

Assistant Treasurer -Tax

1/13 – Present

       

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

 

AP Residential Realty, Inc. †††††

Assistant Treasurer -Tax

8/11 – Present

       
 

APT Holdings Corporation #

Assistant Treasurer -Tax

12/11 – Present

       
 

B.N.Y. Holdings (Delaware) Corporation #

Assistant Treasurer -Tax

4/12 – Present

       
 

BNY Administrative Services LLC ***

Assistant Treasurer –Tax

12/11 – Present

       
 

BNY Alcentra Group Holdings,
Inc. ††††††

Assistant Treasurer –Tax

3/13 – Present

       
 

BNY Capital Corporation ***

Assistant Treasurer –Tax

11/11 – Present

       
 

BNY Capital Funding LLC ***

Assistant Treasurer –Tax

7/11 – Present

       
 

BNY Capital Markets Holdings, Inc. ***

Assistant Treasurer –Tax

11/11 – Present

       
 

BNY Capital Resources
Corporation #######

Assistant Treasurer –Tax

7/11 – Present

       
 

BNY Falcon Three Holding Corp. ***

Assistant Treasurer –Tax

7/11 – Present

       
 

BNY Foreign Holdings, Inc. ***

Assistant Treasurer –Tax

9/11 – Present

       
 

BNY Investment Strategy and Solutions Group LLC *

Assistant Treasurer –Tax

6/15 – Present

       
 

BNY Investment Management Services LLC #

Assistant Treasurer –Tax

10/11 – Present

       
 

BNY ITC Leasing, LLC ***

Assistant Treasurer –Tax

7/11 – Present

       
 

BNY Lease Equities (Cap Funding) LLC ########

Assistant Treasurer –Tax

7/11 – Present

       
 

BNY Lease Partners LLC ***

Assistant Treasurer –Tax

9/11 – Present

       
 

BNY Leasing Edge Corporation ***

Assistant Treasurer –Tax

7/11 – Present

       
 

BNY Mellon Alternative Investments Holdings LLC ***

Assistant Treasurer –Tax

10/13 – Present

       
 

BNY Mellon Capital Markets,
LLC ++

Assistant Treasurer –Tax

7/11 – Present

       
 

BNY Mellon Clearing Holding Company, LLC ***

Assistant Treasurer –Tax

7/11 – Present

       
 

BNY Mellon Clearing, LLC ***

Assistant Treasurer –Tax

6/11 – Present

       
 

BNY Mellon Community Development Corporation ++

Assistant Treasurer –Tax

10/11 – Present

       
 

BNY Mellon Distributors Holdings
Inc. #

Assistant Treasurer –Tax

7/12 – Present

       
 

BNY Mellon Fixed Income Securities, LLC ***

Assistant Treasurer –Tax

8/12 – Present

       
 

BNY Mellon Investment Servicing (US) Inc. #

Assistant Treasurer –Tax

3/11 – Present

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

       
 

BNY Mellon Investment Servicing Trust Company #

Assistant Treasurer –Tax

3/11 – Present

       
 

BNY Mellon Performance & Risk Analytics, Inc. (US) ^^^^^

Assistant Treasurer –Tax

10/11 – Present

       
 

BNY Mellon Performance & Risk Analytics, LLC +

Assistant Treasurer –Tax

7/11 – Present

       
 

BNY Mellon Transition Management Advisors, LLC **

Assistant Treasurer –Tax

5/13 – Present

       
 

BNY Mellon Trust Company of
Illinois *****

Assistant Treasurer –Tax

3/11 – Present

       
 

BNY Mezzanine Funding LLC ******

Assistant Treasurer –Tax

6/11 – Present

       
 

BNY Mezzanine Holdings LLC ******

Assistant Treasurer –Tax

5/11 – Present

       
 

BNY Mezzanine Non NY Funding
LLC ******

Assistant Treasurer –Tax

6/11 – Present

       
 

BNY Mezzanine NY Funding

LLC ******

Assistant Treasurer –Tax

6/11 – Present

       
 

BNY Partnership Funding LLC ***

Assistant Treasurer –Tax

7/11 – Present

       
 

BNY Real Estate Holdings LLC ***

Assistant Treasurer –Tax

4/11 – Present

       
 

BNY Recap I, LLC #

Assistant Treasurer –Tax

11/11 – Present

       
 

BNY Salvage Inc. ***

Assistant Treasurer –Tax

3/11 – Present

       
 

BNY Wings, Inc. †††

Assistant Treasurer –Tax

7/11 – Present

       
 

BNY XYZ Holdings LLC ***

Assistant Treasurer –Tax

5/11 – Present

       
 

BNYM CSIM Funding LLC +++

Assistant Treasurer –Tax

7/14 – Present

       
 

BNYM GIS Funding I LLC ***

Assistant Treasurer –Tax

6/12 – Present

       
 

BNYM GIS Funding III LLC ***

Assistant Treasurer –Tax

6/12 – Present

       
 

Amherst Capital Management LLC ***

Assistant Treasurer –Tax

11/14 – Present

       
 

BNYM RECAP Holdings, LLC ***

Assistant Treasurer –Tax

11/14 – Present

       
 

BNY-N.J. I Corp. ***

Assistant Treasurer –Tax

4/11 – Present

       
 

BNY-N.J. II Corp. ***

Assistant Treasurer –Tax

4/11 – Present

       
 

Boston Safe Deposit Finance Company, Inc. *

Assistant Treasurer –Tax

7/11 – Present

       
 

CenterSquare Investment Management Holdings, Inc. +++

Assistant Treasurer –Tax

2/13 – Present

       
 

CenterSquare Investment Management, Inc. +++

Assistant Treasurer –Tax

2/13 – 1/18

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

       
 

Coates Holding LLC#

Assistant Treasurer – Tax

3/15 - Present

       
 

Colson Services Corp. ^

Assistant Treasurer –Tax

2/11 – Present

       
 

CenterSquare Investment Management LLC+++

Assistant Treasurer –Tax

1/18 – Present

       
 

Cutwater Asset Management Corp. ++++

Assistant Treasurer – Tax

1/15 - Present

       
 

Cutwater Holdings LLC ++++

Assistant Treasurer – Tax

1//15 - Present

       
 

Cutwater Investor Services Corp. ++++

Assistant Treasurer - Tax  

1/15 - Present

       
 

EACM Advisors LLC ^^

Assistant Treasurer –Tax

4/14 – Present

       
 

Eagle Access LLC ^^^

Assistant Treasurer –Tax

1/12 – Present

       
 

Eagle Investment Systems LLC ^^^^

Assistant Treasurer –Tax

1/12 – Present

       
 

ECM DE, LLC ***

Assistant Treasurer –Tax

3/11 – Present

       
 

HedgeMark International, LLC ##

Assistant Treasurer –Tax

5/14 – Present

       
 

iNautix (USA) LLC ###

Assistant Treasurer –Tax

7/12 – Present

       
 

IRE-1, Inc. †††

Assistant Treasurer –Tax

7/11 – Present

       
 

Island Waterworks, Inc. †††

Assistant Treasurer –Tax

7/11 – Present

       
 

JRHC 1998A LLC ####

Assistant Treasurer –Tax

12/11 – Present

       
 

Lease Equities (Texas) Corporation#####

Assistant Treasurer –Tax

7/11 – Present

       
 

Lockwood Advisors, Inc. ######

Assistant Treasurer –Tax

3/11 – Present

       
 

Lockwood Insurance Inc. ######

Assistant Treasurer –Tax

8/14 – Present

       
 

Lockwood Solutions, Inc. ######

Assistant Treasurer –Tax

3/11 – Present

       
 

Madison Pershing LLC ###

Assistant Treasurer –Tax

4/11 – Present

       
 

MAM (MA) Holding Trust *

Assistant Treasurer –Tax

8/11 – Present

       
 

MBC Investment Corporation #

Assistant Treasurer –Tax

11/11 – Present

       
 

MBNA Institutional PA Services
LLC +

Assistant Treasurer –Tax

7/12 – Present

       
 

MBNA PW PA Services LLC +

Assistant Treasurer –Tax

7/12 – Present

       
 

MBSC Securities Corporation++

Vice President – Tax

2/12 – 6/19

       
 

MCDI (Holdings) LLC ***

Assistant Treasurer –Tax

8/11 – Present

       
 

MELDEL Leasing Corporation Number 2, Inc. #

Assistant Treasurer –Tax

8/11 – Present

       
 

Mellon Capital Management Corporation **

Assistant Treasurer –Tax

10/13 – 1/18

       

 

       

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

 

Mellon EFT Services
Corporation †††††

Assistant Treasurer –Tax

2/11 – Present

       
 

Mellon Financial Services Corporation #1 +

Assistant Treasurer –Tax

7/11 – Present

       
 

Mellon Financial Services Corporation #4 +

Assistant Treasurer –Tax

12/11 – Present

       
 

Mellon Funding Corporation +

Assistant Treasurer –Tax

12/11 – Present

       
 

Mellon Global Investing Corp. +

Assistant Treasurer –Tax

5/11 – Present

       
 

Mellon International Leasing
Company #

Assistant Treasurer –Tax

7/11 – Present

       
 

Mellon Investments Corporation *

Assistant Treasurer –Tax

1/19 – Present

       
 

Mellon Investor Services Holdings LLC

Assistant Treasurer –Tax

8/16 – Present

 

++++++

   
 

Mellon Leasing Corporation +

Assistant Treasurer –Tax

9/11 – Present

       
 

Mellon Life Insurance Company +

Assistant Treasurer –Tax

10/12 – Present

       
 

Mellon Overseas Investment Corporation ***

Assistant Treasurer –Tax

11/11 – Present

       
 

Mellon Properties Company ****

Assistant Treasurer –Tax

8/12 – Present

       
 

National Residential Assets Corp. ***

Assistant Treasurer –Tax

4/12 – Present

       
 

Newton Capital Management LLC ***

Assistant Treasurer –Tax

10/11 – Present

       
 

NY CRE Asset Holdings II, LLC ***

Assistant Treasurer –Tax

1/12 – Present

       
 

NY CRE Asset Holdings, LLC ***

Assistant Treasurer –Tax

1/12 – Present

       
 

One Wall Street Corporation ***

Assistant Treasurer –Tax

11/11 – Present

       
 

Pareto New York LLC ++

Assistant Treasurer –Tax

11/11 – Present

       
 

PAS Holdings LLC ***

Assistant Treasurer –Tax

6/11 – Present

       
 

Pershing Advisor Solutions LLC ###

Assistant Treasurer –Tax

6/11 – Present

       
 

Pershing Group LLC ###

Assistant Treasurer –Tax

4/11 – Present

       
 

Pershing Investments LLC ***

Assistant Treasurer –Tax

2/11 – Present

       
 

Pershing LLC ###

Assistant Treasurer –Tax

4/11 – Present

       
 

PFS Holdings, LLC ***

Assistant Treasurer –Tax

1/12 – Present

       
 

Standish Mellon Asset Management Company LLC*

Assistant Treasurer –Tax

11/14 – 1/18

       
 

Stanwich Insurance Agency, Inc. ***

Assistant Treasurer –Tax

12/11 – Present

       
 

TBC Securities Co., Inc. *

Assistant Treasurer –Tax

7/11 – Present

       
 

TBCAM, LLC *

Assistant Treasurer –Tax

10/13 – Present

       
 

Technology Services Group,
Inc. ++

Assistant Treasurer –Tax

5/11 – Present

 

           

Name and Position
With BNY Mellon Investment Adviser, Inc.

Other Businesses

Position Held

Dates

       
 

Tennessee Processing Center

LLC ++

Assistant Treasurer –Tax

9/11 – Present

       
 

The Bank of New York Consumer Leasing Corporation ***

Assistant Treasurer –Tax

5/11 – Present

       
 

The Bank of New York Mellon Trust Company, National Association +

Assistant Treasurer

10/13 - Present

       
 

The Boston Company Asset Management, LLC *

Assistant Treasurer –Tax

6/11 – 1/18

       
 

USPLP, Inc. *******

Assistant Treasurer –Tax

10/11 – Present

       
 

BNY Mellon Investment Management Holdings LLC #

Assistant Vice President –Tax

12/12 – Present

       
 

BNY Aurora Holding Corp. ***

Vice President

10/11 – Present

       
 

Agency Brokerage Holding LLC ***

Vice President –Tax

2/11 – Present

       
 

MBSC Securities Corporation ++

Vice President –Tax

2/12 – 6/19

       

James Bitetto
Secretary

BNY Mellon Family of Funds++

Vice President and Secretary

6/19 - Present

       
 

BNY Mellon Insurance Agency, Inc. ++

Secretary

6/19 - Present

 

BNY Mellon Securities Corporation++

Assistant Secretary

6/19 - Present

       
 

MBSC Securities Corporation++

Assistant Secretary

1/06 – 6/19

       
 

Dreyfus Service Organization, Inc.++

Secretary

8/05 – 6/19

       
 

The Dreyfus Family of Funds++

Vice President and Secretary

2/18 – 6/19

   

Vice President and Assistant Secretary

8/05 – 2/18

 

8/05 – 2/18

       

Natalya Zelensky
Assistant Secretary

BNY Mellon Family of Funds++

Vice President and Assistant Secretary

6/19 - Present

       
 

BNY Mellon Transfer, Inc.++

Vice President and Secretary

6/19 - Present

       
 

Dreyfus Transfer, Inc. ++

Secretary

6/17 – 6/19

       
 

The Dreyfus Family of Funds++

Vice President and Assistant Secretary

4/17 – 6/19

   

*

The address of the business so indicated is One Boston Place, Boston, MA, 02108.

**

The address of the business so indicated is 50 Fremont Street, Suite 3900, San Francisco, CA 94105.

***

The address of the business so indicated is One Wall Street, New York, NY 10286.

****

The address of the business so indicated is 3601 N. I-10 Service Road, Suite 102, Metairie, LA 70002.

*****

The address of the business so indicated is 2 North LaSalle Street, Suite 1020, Chicago, IL, 60602

******

The address of the business so indicated is 445 Park Avenue, 12th Floor, New York, NY, 10022.

*******

The address of the business so indicated is 225 Liberty Street, New York, NY 10286.

********

The address of the business so indicated is Grand Canal House, 1 Upper Grand Canal Street, Dublin, 4 Ireland.

^

The address of the business so indicated is BNY Mellon Centre 160 Queen Victoria Street, London  EC4V 4LA.

 

         

^^

The address of the business so indicated is 87 Mary Street, George Town, KY1-9005, Cayman Islands.

^^^

The address of the business so indicated is 201 Washington Street, Boston, Massachusetts 02108.

^^^^

The address of the business so indicated is 2-4, rue Eugène Ruppert, L-2453 Luxembourg, Luxembourg.

^^^^^

The address of the business so indicated is One Dockland Central, Guild Street, IFSC, Dublin 1.

^^^^^^

The address of the business so indicated is 33 Sir John Rogersons Quay, Dublin 2.

^^^^^^^

The address of the business so indicated is Ogier House, The Esplanade, St Helier, Jersey, JE4 9WG.

^^^^^^^^

The address of the business so indicated is Room 6053, Level 6, 21st Century Building, No.210, Century Avenue, China, (Shanghai) Pilot Free Trade Zone.

^^^^^^^^^

The address of the business so indicated is 6th Floor, 2 Grand Canal Square, Dublin 2, Ireland.

^^^^^^^^^^

The address of the business so indicated is 32 Molesworth Street, Dublin 2, Ireland.

+

The address of the business so indicated is One Mellon Bank Center, Pittsburgh, PA 15258.

++

The address of the business so indicated is 240 Greenwich Street, New York, NY 10286

+++

The address of the business so indicated is 630 West Germantown Pike, Suite 300, Plymouth Meeting, PA, 19462.

++++

The address of the business so indicated is 113 King Street, Armonk, NY 10504.

+++++

The address of the business so indicated is 320 Bay Street, Toronto, ON M5H 4A6.

++++++

The address of the business so indicated is 480 Washington Blvd, Jersey City, NJ 07310.

+++++++

The address of the business so indicated is Hartpiece, Lamarsh, Bures, Suffolk, CO8 5EP..

The address of the business so indicated is Two Mellon Center, Suite 329, Pittsburgh, PA 15259.

†††

The address of the business so indicated is 100 White Clay Center, Newark, DE 19711.

†††

The address of the business so indicated is 1633 Broadway, New York, NY, 10019.

††††

The address of the business so indicated is 10877 Wilshire Blvd, #1550, Los Angeles, CA, 90024.

†††††

The address of the business so indicated is 1735 Market Street, Philadelphia, PA, 19103.

††††††

The address of the business so indicated is 10 Gresham Street, London, EC2V 7JD.

†††††††

The address of the business so indicated is 114 Queen Victoria Street, London, EC4V 4BJ.

^

The address of the business so indicated is 4 New York Plaza, New York, NY, 10004.

^^

The address of the business so indicated is 200 Connecticut Avenue, Norwalk, CT, 06854-1940.

^^^

The address of the business so indicated is One Wells Avenue, Newton, MA, 02459.

^^^^

The address of the business so indicated is 65 LaSalle Road, Suite 305, West Hartford, CT, 06107.

^^^^^

The address of the business so indicated is 1313 Broadway Plaza, Tacoma, WA, 98402.

^^^^^^

The address of the business so indicated is David M. Breen & Co. Suite 4, Wallace House, Maritana Gate, Canada Street, Waterford.

#

The address of the business so indicated is 301 Bellevue Parkway, Wilmington, DE, 19809.

##

The address of the business so indicated is 780, Third Avenue, 44th Floor, New York, NY, 10017.

###

The address of the business so indicated is One Pershing Plaza, Jersey City, NJ, 07399.

####

The address of the business so indicated is 601 Travis Street, 17th Floor, Houston, TX, 77002.

#####

The address of the business so indicated is 1201 Louisiana, Suite 3160, Houston, TX, 77002.

######

The address of the business so indicated is 760 Moore Road, King of Prussia, PA, 19406-1212.

#######

The address of the business so indicated is 8400 E. Prentice Ave, Greenwood Village, CO, 80111.

########

The address of the business so indicated is 1290 Avenue of the Americas, New York, NY, 10104.

#########

The address of the business so indicated is 6 C, route de Trèves, L-2633 Senningerberg, Luxembourg.

Item 32. Principal Underwriters

 (a) Other investment companies for which Registrant's principal underwriter (exclusive distributor) acts as principal underwriter or exclusive distributor:

1. 

BNY Mellon Absolute Insight Funds, Inc.

2. 

BNY Mellon Advantage Funds, Inc.

3. 

BNY Mellon Alcentra Global Multi-Strategy Credit Fund, Inc.

4. 

BNY Mellon Appreciation Fund, Inc.

5. 

BNY Mellon California AMT-Free Municipal Bond Fund, Inc.

6. 

BNY Mellon Funds Trust

 

       

7. 

BNY Mellon Index Funds, Inc.

8. 

BNY Mellon Intermediate Municipal Bond Fund, Inc.

9. 

BNY Mellon International Securities Funds, Inc.

10. 

BNY Mellon Investment Funds I

11. 

BNY Mellon Investment Funds II, Inc.

12. 

BNY Mellon Investment Funds III

13. 

BNY Mellon Investment Funds IV, Inc.

14. 

BNY Mellon Investment Funds V, Inc.

15. 

BNY Mellon Investment Funds VI, Inc.

16. 

BNY Mellon Investment Grade Funds, Inc.

17. 

BNY Mellon Investment Portfolios

18. 

BNY Mellon Large Cap Securities Fund, Inc.

19. 

BNY Mellon Midcap Index Fund, Inc.

20. 

BNY Mellon Municipal Bond Funds, Inc.

21. 

BNY Mellon Municipal Funds, Inc.

22. 

BNY Mellon New Jersey Municipal Bond Fund, Inc.

23. 

BNY Mellon New York AMT-Free Municipal Bond Fund

24. 

BNY Mellon New York Tax Exempt Bond Fund, Inc.

25. 

BNY Mellon Opportunistic Municipal Securities Fund

26. 

BNY Mellon Opportunity Funds

27. 

BNY Mellon Research Growth Fund, Inc.

28. 

BNY Mellon Short-Intermediate Municipal Bond Fund

29. 

BNY Mellon State Municipal Bond Funds

30. 

BNY Mellon Stock Funds

31. 

BNY Mellon Stock Index Fund, Inc.

32. 

BNY Mellon Strategic Funds, Inc.

33. 

BNY Mellon Sustainable U.S. Equity Fund, Inc.

34. 

BNY Mellon Sustainable U.S. Equity Portfolio, Inc.

35.

BNY Mellon Ultra Short Income Fund

36. 

BNY Mellon U.S. Mortgage Fund, Inc.

37. 

BNY Mellon Variable Investment Fund

38. 

BNY Mellon Worldwide Growth Fund, Inc.

39. 

CitizensSelect Funds

40. 

Dreyfus AMT-Free Municipal Cash Management Plus

41. 

Dreyfus AMT-Free New York Municipal Cash Management

42. 

Dreyfus BASIC Money Market Fund, Inc.

43. 

Dreyfus Cash Management

44. 

Dreyfus Government Cash Management Funds

45. 

Dreyfus Institutional Liquidity Funds

46. 

Dreyfus Institutional Preferred Money Market Funds

 

   

47. 

Dreyfus Institutional Reserves Funds

48. 

Dreyfus Liquid Assets, Inc.

49. 

Dreyfus Tax Exempt Cash Management Funds

50. 

Dreyfus Treasury Obligations Cash Management

51. 

Dreyfus Treasury Securities Cash Management

52. 

General California Municipal Money Market Fund

53. 

General Government Securities Money Market Funds, Inc.

54. 

General Money Market Fund, Inc.

55. 

General Municipal Money Market Funds, Inc.

56. 

General New Jersey Municipal Money Market Fund, Inc.

57. 

General New York AMT-Free Municipal Money Market Fund

     

(b)

   

Name and principal
Business address

Positions and offices with the Distributor

Positions and Offices with Registrant

Kenneth Bradle**

President

None

Gregory Brisk†††

Director

None

Sue Ann Cormack†

Executive Vice President

None

Renee LaRoche-Morris****

Chairman, Executive Vice President and Director

None

Catherine Keating*

Executive Vice President

None

Tracy Hopkins-Condon*

Executive Vice President

None

Peter Arcabascio++

Executive Vice President

None

Christopher D. O'Connor****

Executive Vice President

None

Irene Papadoulis**

Executive Vice President

None

Matthew Perrone****

Executive Vice President

None

Andrew Provencher****

Executive Vice President

None

John P. Shea ****

Chief Financial Officer and Treasurer

None

Brie A. Steingarten****

Chief Legal Officer and Secretary

None

John Squillace****

Chief Compliance Officer (Investment Advisory Business)

None

William Kennedy****

Chief Compliance Officer (Broker-Dealer Business)

None

Katherine M. Scott*

Chief Risk Officer

None

Anthony Mayo*

Chief Technology Officer

None

Timothy I. Barrett**

Senior Vice President

None

Eric P. Cola****

Senior Vice President

None

John Ragusa*

Senior Vice President

None

Christopher A. Stallone**

Senior Vice President

None

John Cimino****

Vice President

None

Christopher Donoghue**

Vice President

None

Tina Rizzo**

Vice President and Privacy Officer

None

James Windels****

Vice President

Treasurer

Caridad M. Carosella**

Vice President – Compliance/Anti-Money Laundering Officer

Anti-Money Laundering Officer

Donna M. Impagliazzo**

Vice President – Compliance

None

Marianne Thomas+

Vice President – Human Resources

None

Kathleen J. Geis††

Vice President – Real Estate

None

Charles Doumar****

Vice President – Tax

None

Claudine Orloski***

Vice President – Tax

None

Paul V. Mazziotti**

Anti-Money Laundering Officer

None

James Bitetto****

Assistant Secretary

Vice President and
Secretary

Alice Helscher***

Assistant Secretary

None

     

Cristina Rice***

Assistant Secretary

None

 

   

*

Principal business address is 200 Park Avenue, New York, NY 10166.

**

Principal business address is 144 Glenn Curtiss Blvd., Uniondale, NY 11556-0144.

***

Principal business address is BNY Mellon Center, 500 Grant Street, Pittsburgh, PA 15258.

****

Principal business address is 240 Greenwich Street, New York, NY 10286.

Principal business address is 100 Saint Paul Street Denver, CO 80206

††

Principal business address is 500 Ross Street, Pittsburgh, PA 15262-0001

†††

Principal business address is 160 Queen Victoria Street, London, England, Greater London EC4V4LA

+

Principal business address is 19 Vreeland Road Florham Park, NJ 07932

++

Principal business address is 1 Boston Place, Boston, MA 02108-4407

Item 33. Location of Accounts and Records

  1. The Bank of New York Mellon
    240 Greenwich Street
    New York, New York 10286

  2. BNY Mellon Investment Servicing (US), Inc.
    4400 Computer Drive
    Westborough, Massachusetts 01581

  3. BNY Mellon Investment Adviser, Inc.
    240 Greenwich Street
    New York, NY 10286

         4.      BNY Mellon Investment Adviser, Inc.
                     200 Park Avenue
                     New York, New York 10166

Item 34. Management Services

       Not Applicable

Item 35. Undertakings

       None

 

SIGNATURES

 Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements of effectiveness of this Amendment to the Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and State of New York on the 5th day of May, 2020.

BNY MELLON FUNDS TRUST

   

By:

/s/ Patrick T. Crowe*

 

Patrick T. Crowe, President

 Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

         

Signatures

 

Title

 

Date

         

/s/ Patrick T. Crowe*
Patrick T. Crowe

 

President (Principal Executive Officer)

 

5/5/2020

/s/ James Windels*
James Windels

 

Treasurer (Principal Financial and Accounting Officer)

 

5/5/2020

/s/ Patrick J. O’Connor*
Patrick J. O’Connor

 

Chairman of the Board of Trustees

 

5/5/2020

/s/ John R. Alchin*
John R. Alchin

 

Trustee

 

5/5/2020

/s/ Ronald R. Davenport*
Ronald R. Davenport

 

Trustee

 

5/5/2020

/s/ John L. Diederich*
John L. Diederich

 

Trustee

 

5/5/2020

/s/ Kim D. Kelly*
Kim D. Kelly

 

Trustee

 

5/5/2020

/s/ Kevin C. Phelan*
Kevin C. Phelan

 

Trustee

 

5/5/2020

/s/ Patrick J. Purcell*
Patrick J. Purcell

 

Trustee

 

5/5/2020

/s/ Thomas F. Ryan, Jr.*
Thomas F. Ryan, Jr.

 

Trustee

 

5/5/2020

/s/ Maureen M. Young*
Maureen M. Young

 

Trustee

 

5/5/2020

 

   

*BY:

/s/ Natalya Zelensky
Natalya Zelensky
Attorney-in-Fact

   

 

INDEX OF EXHIBITS

Exhibits

(d)(3) Sub-Investment Advisory Agreement between BNY Mellon Investment Adviser, Inc. and Geneva Capital Management LLC, with respect to the Geneva Mid Cap Growth Strategy of BNY Mellon Mid Cap Multi-Strategy Fund, dated March 17, 2020.

 

EX-99.D ADVSR CONTR 2 d3bnymellon_sub-advagmtgenev.htm SUB-INVESTMENT ADVISORY AGREEMENT - GENEVA d3bnymellon_sub-advagmtgenev.htm - Generated by SEC Publisher for SEC Filing

SUB-INVESTMENT ADVISORY AGREEMENT

BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, New York  10286

March 17, 2020

Geneva Capital Management LLC
100 East Wisconsin Avenue
Suite 2550
Milwaukee, Wisconsin  53202

Ladies and Gentlemen:

BNY Mellon Funds Trust (the "Trust") desires to employ the capital of one of its series, BNY Mellon Mid Cap Multi-Strategy Fund (the "Fund"), by investing and reinvesting the same in investments of the type and in accordance with the limitations specified in the Fund's 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 Trust's Board.  The Trust employs BNY Mellon Investment Adviser, Inc. (the "Adviser") to act as the Fund's investment adviser pursuant to a written agreement (the "Management Agreement"), a copy of which has been furnished to you.  The Adviser is authorized to and desires to retain you to act as the Fund's sub-investment adviser with respect to that portion of the Fund's assets which may be assigned to you from time to time (the "sub-advised assets") as of March 17, 2020 (the "Effective Date").  You hereby agree to accept such retention, to render the services and to assume the obligations set forth herein with respect to the sub-advised assets for the compensation provided herein as of the Effective Date.

In connection with your serving as sub-investment adviser to the Fund, 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.  The compensation of such person or persons shall be paid by you and no obligation may be incurred on the Trust's behalf in any such respect.

Subject to the supervision and approval of the Adviser and the Trust'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 subject to and in accordance with (i) the Fund's investment objective, policies and limitations as stated in the Fund's Prospectus and Statement of Additional Information as from time to time in effect, or in any supplements thereto, and provided in writing to you; (ii) any applicable procedures or policies adopted by the Adviser or the Trust's Board with respect to the Fund as from time to time in effect and furnished in writing to you; (iii) the requirements applicable to registered investment companies under applicable laws, including without limitation the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the rules and regulations thereunder, and the Internal Revenue Code of 1986, as amended (the "Internal Revenue Code"), and the rules and regulations thereunder applicable to qualification as a "regulated investment company"; and (iv) any written instructions which the Adviser or the Trust's Board may issue to you from time to time; provided, however, that you shall not be bound by any update, modification or amendment of such documents or other procedures or policies of the Fund, the Trust or the Adviser unless and until you have been given notice thereof in accordance with this Agreement and have been provided with a written copy of such update, modification or amendment.  In connection therewith, you (a) will obtain and provide investment research and supervise the Fund's investments with respect to the sub-advised assets and (b) 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 either directly with the issuer or with any broker or dealer, foreign currency dealer, futures commission merchant, counterparty or others.  You agree that, in placing any orders with selected brokers and dealers, 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 and dealers who provide you with research, analysis, advice and similar services.  You may cause the Fund to pay brokers and dealers, in return for such research and analysis, a higher commission than may be charged by other brokers and dealers, 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 Fund, the Trust and your other clients and that the total commissions paid out of the sub-advised assets will be reasonable in relation to the benefits to the Fund 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 Trust'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 Fund's principal underwriter or other sub-advisers to the Fund 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 Trust's Rule 17e-1 procedures as they may be provided to you by the Adviser from time to time.  In no instance may portfolio securities be purchased from or sold to you, the Adviser, the Fund's principal underwriter, any other sub-adviser to the Fund or any person affiliated with you, the Adviser, the Fund's principal underwriter, any other sub-adviser to the Fund or the Fund, 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, and any exemptive order then currently in effect. The Adviser will periodically provide you with a list of the affiliates of the Adviser, the Fund or the Fund's principal underwriter to which investment or trading restrictions apply, and will specifically identify in writing (x) all publicly traded companies in which the Fund may not invest, together with ticker symbols for all such companies, and (y) any affiliated brokers and any restrictions that apply to the use of those brokers by the Fund.

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You shall be deemed to be an independent contractor and shall, unless otherwise expressly provided or authorized, have no authority to act for or represent the Adviser, the Trust or the Fund in any way or otherwise be deemed an agent of the Adviser, the Trust or the Fund, and nothing in this Agreement shall be construed as making the Adviser, the Trust or the Fund a partner or co-venturer with you or any of your affiliates.  You shall utilize counterparties for brokerage, futures and options clearing, ISDA purposes and trade execution under agreements set up in the name of the Fund.  You shall be responsible for managing any collateral and margin requirements associated with investments made for the sub-advised assets.

Proxies of companies whose shares are part of the sub-advised assets shall be voted as described in the Fund's 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 Fund 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 Fund 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 or custody of the Fund's assets.  The Adviser shall furnish you with copies of the Fund's Prospectuses, Statements of Additional Information and any supplements thereto.  You will be provided the opportunity to review and approve any description of you and your investment process set forth in the Fund's Prospectus, Statement of Additional Information and any supplements thereto. 

You will furnish to the Adviser or the Trust such information, with respect to the investments which the Fund may hold or contemplate purchasing in connection with the sub-advised assets, as the Adviser or the Trust may reasonably request.  The Trust 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 Trust 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 bankruptcy proceedings, securities litigation class actions or settlements affecting the investments which the Fund holds or, at a time relevant to such proceeding, class action or settlement, has held in the sub-advised assets.  Upon reasonable request, you will make available your officers and employees to meet with the Trust's Board and/or the Adviser to review the sub-advised assets.

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You will maintain all required books and records with respect to the securities transactions of the Fund for the sub-advised assets in accordance with all applicable laws, and in compliance with the requirements of the rules under Section 31 of the Investment Company Act, and will furnish the Trust's Board and the Adviser with such periodic and special reports as the Trust's Board or the Adviser reasonably may request.  You hereby agree that all records which you maintain for the Trust or the Adviser are the property of the Trust or the Adviser, and agree to preserve for the periods prescribed by applicable law any records which you maintain for the Trust or the Adviser and which are required to be maintained, and further agree to surrender promptly to the Trust or the Adviser any records which you maintain for the Trust or the Adviser upon request by the Trust 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 (the "Investment Advisers Act"), and the Investment Company Act.  You will promptly notify the Trust'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 Fund's Prospectus or Statement of Additional Information, 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 Trust in connection with the Fund's 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.  Such assistance shall include, but not be limited to, (i) providing the Trust's Chief Compliance Officer upon request with copies of your compliance policies and procedures; (ii) certifying periodically, upon the request of the Trust'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 and Rule 206(4)-7 under the Investment Advisers Act; (iii) facilitating and cooperating with the Trust's Chief Compliance Officer to evaluate the effectiveness of your compliance controls; (iv) providing the Trust's Chief Compliance Officer with direct access to your compliance personnel; (v) providing the Trust's Chief Compliance Officer with periodic reports; and (vi) promptly providing the Trust's Chief Compliance Officer with special reports in the event of material compliance violations.  Upon request, you will provide certifications to the Trust, in a form satisfactory to the Trust, to be relied upon by the Trust's officers certifying the Trust's periodic reports on Form N-CSR pursuant to Rule 30a-2 under the Investment Company Act.

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 management 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 Effective Date to the end of the month thereof 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 Fund's net sub-advised assets shall be computed in the manner specified in the Fund's then-current Prospectus and Statement of Additional Information for the computation of the value of the Fund's net assets.

Net asset value shall be computed on such days and at such time or times as described in the Fund's 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 Trust's Valuation Committee, you agree to provide additional reasonable assistance to the Adviser, the Trust's Valuation Committee and the Fund's pricing agents in valuing the sub-advised assets, including in connection with fair value pricing of the sub-advised assets. 

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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 Fund (other than those borne by the Adviser) will be borne by the Fund, except to the extent specifically assumed by you.  The expenses to be borne by the Fund include, without limitation, the following:  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, trustees 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, state Blue Sky qualification fees, advisory fees, charges of custodians, transfer and dividend disbursing agents' fees, certain 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 Trust to you under the Management 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, private funds or other pooled investment vehicles 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 Fund or the size of the position obtainable for or disposed of by the Fund. 

It is also understood that (i) you shall be prohibited from consulting with any other sub-adviser to the Fund (including, in the case of an offering of securities subject to Section 10(f) of the Investment Company Act, any sub-adviser that is a principal underwriter or an affiliated person of a principal underwriter of such offering) concerning transactions for the Fund 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, and (ii) your responsibility regarding investment advice hereunder is limited to the sub-advised assets of the Fund. 

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 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 Trust, the Fund, the Fund's security holders, or the Adviser, provided that nothing herein shall be deemed to protect or purport to protect you against any liability to the Adviser, the Trust, the Fund or the Fund's 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 under this Agreement.  In no event will you have any responsibility for any other series of the Trust, for any portion of the Fund's assets not managed by you or for the acts or omissions of the Adviser or any other sub-adviser to the Trust or the Fund.  In particular, you shall have no responsibility for the Fund being in violation of any applicable law or regulation or investment policy or restriction applicable to the Fund as a whole, or for the Fund failing to qualify as a regulated investment company under the Internal Revenue Code, if the securities and other holdings of the sub-advised assets managed by you are such that the sub-advised assets would not be in such violation or fail to so qualify if the sub-advised assets were deemed a separate series of the Trust or a separate regulated investment company under the Internal Revenue Code, unless such violation was due to your failure to comply with written guidelines adopted by the Trust or the Adviser and provided in writing to you. 

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Except as may otherwise be provided by the Investment Company Act or any other federal securities law or the Commodity Exchange Act (the "CEA"), neither you nor any of your trustees, officers, members or employees ("Sub-Adviser Affiliates") shall be liable for any losses, claims, damages, liabilities or litigation (including legal and other expenses) ("Losses") incurred or suffered by the Adviser, the Trust or the Fund as a result of any act or omission by you or the Sub-Adviser Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of you or the Sub-Adviser Affiliates for, and you shall indemnify and hold harmless the Adviser, the Trust and the Fund, and all affiliated persons thereof (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act of 1933, as amended (the "Securities Act")) (collectively, "Adviser Indemnitees") against, any and all Losses to which any of the Adviser Indemnitees may become subject under the Investment Company Act, the Investment Advisers Act, the CEA or the Securities Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misfeasance, bad faith, reckless disregard or gross negligence on your part in the performance of any of your duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and/or Statement of Additional Information, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to you that was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Adviser Indemnitees by the Sub-Adviser Indemnitees (as defined below) for use therein.

Except as may otherwise be provided by the Investment Company Act or any other federal securities law or the CEA, neither the Adviser, the Trust, the Fund nor any of their trustees, officers, members or employees ("Adviser Affiliates") shall be liable for any Losses incurred or suffered by you as a result of any act or omission of the Adviser or the Adviser Affiliates with respect to the Fund, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Adviser for, and the Adviser shall indemnify and hold harmless you, all affiliated persons of you (within the meaning of Section 2(a)(3) of the Investment Company Act) and all controlling persons (as described in Section 15 of the Securities Act) (collectively, "Sub-Adviser Indemnitees") against, any and all Losses to which any of the Sub-Adviser Indemnitees may become subject under the Investment Company Act, the Investment Advisers Act, the CEA or the Securities Act, or under any other statute, at common law or otherwise arising out of or based on (i) any willful misfeasance, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder, (ii) any untrue statement of a material fact contained in the Prospectus and/or Statement of Additional Information, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Fund or the omission to state therein a material fact known to the Adviser that was required to be stated therein or necessary to make the statements therein not misleading, unless such statement or omission was made in reliance upon information furnished to the Adviser Indemnitees by the Sub-Adviser Indemnitees for use therein, or (iii) any Losses accruing to the extent, if any, caused by or based upon the conduct of any other sub-adviser to the Fund.

Promptly after receipt of notice of any action, arbitration, claim, demand, dispute, investigation, lawsuit or other proceeding (each, a "Proceeding") by a party seeking to be indemnified hereunder (the "Indemnified Party"), the Indemnified Party will, if a claim in respect thereof is to be made against a party against whom indemnification is sought hereunder (the "Indemnifying Party"), notify the Indemnifying Party in writing of the commencement of such Proceeding; provided that, the failure to so notify the Indemnifying Party in the absence of a showing of actual prejudice shall not relieve the Indemnifying Party from any indemnification liability which it may have to the Indemnified Party.  The Indemnifying Party shall be entitled to participate in, and, to the extent that it may wish, assume the defense thereof (in its own name or in the name and on behalf of any Indemnified Party, or both, with counsel reasonably satisfactory to such Indemnified Party) by giving written notice to the Indemnified Party within 10 days of receiving notice of the Proceeding (or such shorter period as is required to respond to the Proceeding); provided, however, if the defendants in any such action include (or will include) both the Indemnified Party and an Indemnifying Party and the Indemnified Party shall have reasonably concluded that there may be a conflict between the positions of the Indemnified Party and an Indemnifying Party in conducting the defense of any such action or that there may be legal defenses available to it which are inconsistent with those available to an Indemnifying Party, the Indemnified Party shall have the right to select one separate counsel (in addition to local counsel) to assume such legal defense and to otherwise participate in the defense of such action on behalf of such Indemnified Party at such Indemnified Party's sole expense.  Upon receipt of notice from an Indemnifying Party to such Indemnified Party of its election so to assume the defense of such action and approval by the Indemnified Party of counsel, which approval shall not be unreasonably withheld (and any disapproval shall be accompanied by a written statement of the reasons therefor), the Indemnifying Party will not be liable to such Indemnified Party hereunder for any legal or other expenses subsequently incurred by such Indemnified Party in connection with the defense thereof.  No Indemnifying Party shall be liable under this Agreement for any settlement of any Proceeding entered into without its consent with respect to which indemnity may be sought hereunder, nor shall any Indemnifying Party enter into any settlement (other than a purely monetary "no admission" settlement) without the consent of the Indemnified Party.  

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This Agreement shall continue until the "Reapproval Date" set forth on Schedule 1 hereto, and thereafter shall continue automatically for successive annual periods ending on the "Reapproval Day" of each year set forth on Schedule 1 hereto, provided such continuance is specifically approved at least annually by (i) the Trust's Board or (ii) vote of a majority (as defined in the Investment Company Act) of the Fund's outstanding voting securities, provided that in either event its continuance also is approved by a majority of the Trust's Board members who are not "interested persons" (as defined in the Investment Company Act) of the Trust or any party to this Agreement, by vote cast in person at a meeting called for the purpose of voting on such approval.  This Agreement is terminable without penalty (i) by the Adviser on 60 days' notice to you, (ii) by the Trust's Board or by vote of the holders of a majority of the Fund's outstanding voting securities on 60 days' notice to you, or (iii) by you on not less than 90 days' notice to the Trust and the Adviser.  This Agreement also will terminate automatically in the event of its assignment (as defined in the Investment Company Act or the Investment Advisers Act) and you shall be notified by the Trust and the Adviser, or you shall notify the Trust and the Adviser, as applicable, as soon as possible before any such assignment occurs.  In addition, notwithstanding anything herein to the contrary, if the Management Agreement terminates for any reason, this Agreement shall terminate effective upon the date the Management 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 Fund (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.

The Adviser represents and warrants to you that (a) the retention of you by the Adviser as contemplated by this Agreement is authorized by the governing documents of the Adviser; (b) the execution, delivery and performance of this Agreement do not violate any obligation by which the Adviser or its property is bound, whether arising by contract, operation of law or otherwise; (c) this Agreement has been duly approved by the Trust's Board in accordance with all applicable requirements of the Investment Company Act; and (d) this Agreement has been duly authorized by appropriate action of the Adviser and when executed and delivered by the Adviser will be a legal, valid and binding obligation of the Adviser, enforceable against the Adviser in accordance with its terms.

You represent and warrant to the Adviser that (a) the execution, delivery and performance of this Agreement do not violate any obligation by which you or your property is bound, whether arising by contract, operation of law or otherwise; and (b) this Agreement has been duly authorized by appropriate action and when executed and delivered by you will be a legal, valid and binding obligation, enforceable against you in accordance with its terms.

Unless otherwise indicated on Schedule 1 hereto, the Fund has claimed an exclusion from the definition of a Commodity Pool Operator pursuant to CFTC Rule 4.5 (the "CPO Exclusion") and you shall not manage the sub-advised assets in a manner that would cause the Fund to not qualify for the CPO Exclusion until otherwise approved by the Adviser in writing.  In addition, the Adviser represents to you that it is registered as a Commodity Pool Operator and is a member of the National Futures Association in such capacity, to the extent required by the nature of its activities, and you represent to the Adviser that you are registered as a Commodity Trading Advisor and are a member of the National Futures Association in such capacity or are exempt from such membership.

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No party to this Agreement will disclose or use any records or information obtained pursuant to this Agreement in any manner whatsoever, except as expressly authorized in this Agreement or, with respect to you, as may reasonably be required to execute transactions on behalf of the Fund or, with respect to the Adviser, as may reasonably be required to provide its services to the Fund.  The parties will keep confidential any non-public information obtained directly as a result of this service relationship; provided that the Adviser may make any disclosure to its affiliates, the Trust, the Fund, or the Trust's Board, legal counsel or auditors or other service providers to the Fund, as the Adviser may reasonably determine necessary in its sole discretion; provided that no such information may be used for any trading or investment purposes unrelated to management of the Fund.  Notwithstanding the foregoing, any party may disclose such non-public information if (a) such information is or hereafter otherwise is known by the receiving party or has been disclosed, directly or indirectly, to others or becomes ascertainable from public or published information or trade sources, (b) if such disclosure is required by applicable federal, state or other law or regulation, (c) if such disclosure is required or requested by regulatory authorities or judicial process, (d) such disclosure is reasonably required by legal counsel or auditors of the party (or of the Trust, the Fund, the Trust's Board or affiliates of the Adviser) in connection with the performance of their professional services, or (e) as may otherwise be contemplated by this Agreement.  You shall not disclose information regarding characteristics of the Fund or the sub-advised assets, trading history, portfolio holdings, performance information or any other related information to any third party, except in compliance with the Trust's policies on disclosure of portfolio holdings or as required by applicable law or regulation. 

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 or the Investment Advisers Act.  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.  The rights of indemnification herein shall not be exclusive of or affect any other rights to which any person may be entitled by contract or otherwise by law and shall survive termination of this Agreement.

Unless otherwise provided herein or agreed to in writing by the parties, all notices or instructions 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, facsimile or electronically 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.

The Trust is expressly made a third party beneficiary of this Agreement with rights as respect to the Fund to the same extent as if it had been a party hereto.

This Agreement contains all of the terms agreed upon or made by the parties relating to the subject matter of this Agreement, and supersedes all prior and contemporaneous agreements, negotiations, correspondence, undertakings and communications of the parties, oral or written, respecting such subject matter.

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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 Investment Adviser, Inc.

 

 

 

 

By: /s/ James Bitetto
Name:  James Bitetto
Title:    Secretary

 

Accepted:

 

 

 

GENEVA Capital Management LLC

 

 

 

 

By: /s/ Stephen J. Shenkenberg
Name: Stephen J. Shenkenberg 
Title:  Chief Compliance Officer 

 

 

 

 

 

 

 

 

 

 

 

 

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