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
(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).
(f) Not Applicable.
(k) Not Applicable.
(l) Not Applicable.
(o) Not Applicable.
Other Exhibits
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 |
Other Businesses |
Position Held |
Dates |
Renee LaRoche-Morris |
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 |
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 |
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 |
7/17 - Present | |
CenterSquare Investment Management, Inc. +++ |
Director and |
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 |
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 |
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 |
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 |
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 |
Associate General Counsel |
6/15 - Present |
John P. Shea |
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 |
BNY Mellon Securities Corporation++ |
Chief Risk Officer |
6/19-Present |
MBSC Securities Corporation++ |
Chief Risk Officer |
2/14-6/19 | |
Name and Position |
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 |
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 |
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 |
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 |
Assistant Treasurer – Tax |
5/13 – Present | |
BNY Mezzanine NY Funding LLC ****** |
Assistant Treasurer – Tax |
5/13 – Present | |
Name and Position |
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 |
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 |
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 |
BNY Mellon Securities Corporation++ |
Chief Technology Officer |
6/19 – Present |
MBSC Securities Corporation++ |
Chief Technology Officer |
4/14 – 6/19 | |
Kathleen Geis |
BNY Mellon International Operations (India) Private Limited |
Director |
5/05 - Present |
BNY Mellon Asset Management North America Corporation* |
Vice President - |
1/18 – 12/18 | |
Name and Position |
Other Businesses |
Position Held |
Dates |
Albridge Solutions, Inc. |
Managing Director |
7/11 - Present | |
BNY Mellon Distributors Holdings, Inc. # |
Vice President - |
7/11 - Present | |
BNY Mellon Investment Management Services LLC # |
Vice President - |
10/11 - Present | |
BNY Mellon Investment |
Vice President - |
7/11 - Present | |
BNY Mellon Performance & Risk Analytics, LLC + |
Vice President - |
7/11 - Present | |
BNY Mellon Securities Corporation++ |
Vice President - |
6/19 - Present | |
BNY Mellon Trust Company of Illinois ***** |
Vice President - |
7/11 - Present | |
BNY Mellon Trust of Delaware# |
Vice President - |
7/11 - Present | |
CenterSquare Investment Management Holdings, Inc. +++ |
Vice President - |
10/12 – Present | |
Eagle Investment Systems LLC ^^^^ |
Vice President - |
7/11 – Present | |
Ivy Asset Management LLC + |
Vice President - |
7/11 – Present | |
MBSC Securities Corporation ++ |
Vice President - |
7/11 – 6/19 | |
Mellon Capital Management Corporation** |
Vice President - |
7/11 – 1/18 | |
Mellon Financial Services Corporation #1+ |
Vice President - |
7/11 – Present | |
Mellon Holdings LLC++ |
Vice President - |
7/11 – Present | |
Mellon Investments Corporation* |
Vice President - |
1/19 – Present | |
Mellon Investor Services Holdings LLC++++++ |
Vice President - |
8/16 - Present | |
Pareto New York LLC ++ |
Vice President - |
7/11 – Present | |
Technology Services Group, Inc. ++ |
Vice President - |
7/11 – Present | |
Tennessee Processing Center LLC ++ |
Vice President - |
7/11 - Present | |
The Bank of New York Mellon Trust Company, National Association+ |
Vice President - |
7/11 - Present | |
Name and Position |
Other Businesses |
Position Held |
Dates |
Alcentra US, Inc. †††† |
Vice President - |
7/11 - Present | |
BNY Mellon Capital Markets LLC++ |
Vice President - |
7/11 - Present | |
Pershing LLC ### |
Vice President - |
7/11 - Present | |
The Bank of New York Mellon+ |
Managing Director |
7/09 - Present | |
Claudine Orloski |
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 |
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, |
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 |
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, |
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 |
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 |
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 |
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 |
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 |
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 |
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 |
Other Businesses |
Position Held |
Dates |
Mellon EFT Services |
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 |
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, |
Assistant Treasurer –Tax |
5/11 – Present |
Name and Position |
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 |
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 |
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 |
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 |
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* |
President (Principal Executive Officer) |
5/5/2020 | ||
/s/ James Windels* |
Treasurer (Principal Financial and Accounting Officer) |
5/5/2020 | ||
/s/ Patrick J. O’Connor* |
Chairman of the Board of Trustees |
5/5/2020 | ||
/s/ John R. Alchin* |
Trustee |
5/5/2020 | ||
/s/ Ronald R. Davenport* |
Trustee |
5/5/2020 | ||
/s/ John L. Diederich* |
Trustee |
5/5/2020 | ||
/s/ Kim D. Kelly* |
Trustee |
5/5/2020 | ||
/s/ Kevin C. Phelan* |
Trustee |
5/5/2020 | ||
/s/ Patrick J. Purcell* |
Trustee |
5/5/2020 | ||
/s/ Thomas F. Ryan, Jr.* |
Trustee |
5/5/2020 | ||
/s/ Maureen M. Young* |
Trustee |
5/5/2020 | ||
*BY: |
/s/ Natalya Zelensky |
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.
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.
-1-
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.
-2-
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.
-3-
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.
-4-
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.
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Very truly yours, |
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BNY Mellon Investment Adviser, Inc. |
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By: /s/ James Bitetto
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Accepted: |
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GENEVA Capital Management LLC |
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By: /s/ Stephen J. Shenkenberg |
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