DEF 14A 1 proxy.htm
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Materials under Rule 14a-12


BNY Mellon Absolute Insight Funds, Inc.
BNY Mellon California AMT-Free Municipal Bond Fund, Inc.
BNY Mellon Intermediate Municipal Bond Fund, Inc.
BNY Mellon Investment Funds I
BNY Mellon Investment Funds II, Inc.
BNY Mellon Investment Funds III
BNY Mellon Investment Funds IV, Inc.
BNY Mellon Municipal Funds, Inc.
BNY Mellon Stock Funds
BNY Mellon Strategic Funds, Inc.
(Name of each Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (check the appropriate box):
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THE BNY MELLON FAMILY OF FUNDS

c/o BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, New York  10286
1-800-373-9387
www.bny.com/investments
September 26, 2025
Dear Shareholder:
Your fund(s) and certain other funds in the BNY Mellon Family of Funds will hold special shareholder meetings on November 20, 2025 in a virtual meeting format only.  Shareholders of each of these funds will be asked to elect Board members of their funds.  All of the nominees are current Board members of some or all of these funds.  The election of additional Board members to your fund is being proposed primarily to consolidate the Boards of these funds.  Consolidating the Boards of the funds may provide certain administrative efficiencies for the funds.  The enclosed combined proxy statement describes the nominees' qualifications and each of their respective current roles overseeing funds in the BNY Mellon Family of Funds.  Please take the time to read the enclosed materials.
Since the proposal to elect Board members is common to these funds, we have combined the proxy statement to save on fund expenses.  If you own shares of more than one of these funds, the combined proxy statement also may save you the time of reading more than one document before you vote.  If you own shares of more than one of these funds on the record date for the meeting, please note that each fund has a separate proxy card.  You should vote one proxy card for each fund in which you own shares.
Remember, your vote is extremely important, no matter how large or small your fund holdings.  By voting promptly, you can help avoid additional costs that are incurred with follow-up letters and calls.
To vote, you may use any of the following methods:
By Mail.  Please complete, date and sign the enclosed proxy card(s) and mail it in the enclosed, postage-paid envelope.
Over the Internet.  Have your proxy card available.  Go to the website listed on the proxy card.  Enter your control number from your proxy card.  Follow the instructions on the website.


By Telephone.  Have your proxy card available.  Call the toll-free number listed on the proxy card.  Enter your control number from your proxy card.  Follow the recorded instructions.
At the Meeting.  You will not be able to attend the meeting physically, but you may attend the meeting virtually and vote over the Internet during the meeting.
The meeting will be conducted over the Internet in a virtual meeting format only.  However, if it is determined that the meeting will be held in person, we will make an announcement in the manner discussed in the Notice of Special Meeting of Shareholders.
We encourage you to vote over the Internet or by telephone using the number that appears on your proxy card(s).  These voting methods will save the funds money because they would not have to pay for return-mail postage.  If you later decide to attend the meeting virtually, you may revoke your proxy and vote your shares over the Internet during the meeting.  Whichever voting method you choose, please take the time to read the full text of the combined proxy statement before you vote.
Your vote is very important to us.  If you have any questions before you vote, please call the Funds' proxy solicitor, Equiniti Fund Solutions, at 1-800-581-5238.  Thank you for your response and for your continued investment with the BNY Mellon Family of Funds.
 
Sincerely,
 
/s/ David DePetrillo
 
David DiPetrillo
President
The BNY Mellon Family of Funds


BNY Mellon Absolute Insight Funds, Inc.*
BNY Mellon California AMT-Free Municipal Bond Fund, Inc.
BNY Mellon Intermediate Municipal Bond Fund, Inc.
BNY Mellon Investment Funds I*
BNY Mellon Investment Funds II, Inc.*
BNY Mellon Investment Funds III*
BNY Mellon Investment Funds IV, Inc.*
BNY Mellon Municipal Funds, Inc.*
BNY Mellon Stock Funds*
BNY Mellon Strategic Funds, Inc.*

 
Notice of Special Meeting of Shareholders
 
To the Shareholders:
A Special Meeting of Shareholders (each, a "Meeting") of each fund in the BNY Mellon Family of Funds listed above (each, a "Fund") will be held over the Internet in a virtual meeting format only on Thursday, November 20, 2025 at the time set forth on Schedule 1 to the Funds' combined proxy statement.  The Meeting is being held for the following purpose:
To elect Board members to hold office until their successors are duly elected and qualified.
The Meeting will be held in a virtual meeting format only.  You will not be able to attend the Meeting physically, but you may participate over the Internet as described below.  However, if it is determined that the Meeting will be held in person, we will make an announcement in the manner noted below.
Shareholders of record at the close of business on September 19, 2025 will be entitled to receive notice of the Meeting and to vote on the proposal.
To participate in the Meeting virtually, you must request the Meeting credentials by emailing attendameeting@equiniti.com.  Please include your full name and address, your control number found on your enclosed proxy card and your intent to attend the virtual Meeting, and write the name of your Fund in the subject line.  The Meeting will begin promptly at the time set forth on Schedule 1 to the Funds' combined proxy statement, on Thursday, November 20, 2025.  If you hold your shares through an intermediary, such as a bank or broker, you must register in advance of the Meeting to attend the Meeting virtually.  To register, you must submit proof of your proxy power (legal proxy provided by your intermediary) reflecting your Fund holdings along with your name and email address to attendameeting@equiniti.com.  You may also forward proof of ownership from your


intermediary to attendameeting@equiniti.com.  Requests for registration should be received no later than 12:00 p.m., Eastern Time, on Tuesday, November 18, 2025.  You will receive a confirmation email from attendameeting@equiniti.com of your registration and control number that will allow you to vote at the Meeting.
If you have any questions after considering the enclosed materials, please call the Funds' proxy solicitor, Equiniti Fund Solutions, at 1-800-581-5238.
PLEASE NOTE:  If it is determined that the Meeting will be held in person, instead of virtually, an announcement of the change will be provided by means of a press release, which will be posted on our website www.bny.com/proxy.  We encourage you to check the website prior to the Meeting.  An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system.
 
By Order of the Boards
 
/s/ Sarah S. Kelleher
 
Sarah S. Kelleher
President
Secretary
New York, New York
September 26, 2025

________________________________________
*  The Fund is an investment company comprised of separate "series", each of which may be deemed a Fund, as applicable, in the combined proxy statement.  For a list of the series, see Schedule 1 to the Funds' combined proxy statement.

WE NEED YOUR PROXY VOTE
A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL.  BY LAW, THE MEETING OF SHAREHOLDERS OF A FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM ELIGIBLE TO VOTE IS REPRESENTED.  IN THAT EVENT, THE AFFECTED FUND, AT SHAREHOLDERS' EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM.  CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD(S) OR OTHERWISE VOTE PROMPTLY.  YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION.

BNY MELLON ABSOLUTE INSIGHT FUNDS, INC.
BNY MELLON CALIFORNIA AMT-FREE MUNICIPAL BOND FUND, INC.
BNY MELLON INTERMEDIATE MUNICIPAL BOND FUND, INC.
BNY MELLON INVESTMENT FUNDS I
BNY MELLON INVESTMENT FUNDS II, INC.
BNY MELLON INVESTMENT FUNDS III
BNY MELLON INVESTMENT FUNDS IV, INC.
BNY MELLON MUNICIPAL FUNDS, INC.
BNY MELLON STOCK FUNDS
BNY MELLON STRATEGIC FUNDS, INC.
 
COMBINED PROXY STATEMENT
 
Special Meeting of Shareholders
to be held on Thursday, November 20, 2025
This combined proxy statement is furnished in connection with a solicitation of proxies by the Board of Directors/Trustees (the "Board") of each of BNY Mellon Absolute Insight Funds, Inc. ("BNYMAIF"), BNY Mellon California AMT-Free Municipal Bond Fund, Inc. ("BNYMCAFMBF"), BNY Mellon Intermediate Municipal Bond Fund, Inc. ("BNYMIMBF"), BNY Mellon Investment Funds I ("BNYMIFI"), BNY Mellon Investment Funds II, Inc. ("BNYMIFII"), BNY Mellon Investment Funds III ("BNYMIFIII"), BNY Mellon Investment Funds IV, Inc. ("BNYMIFIV"), BNY Mellon Municipal Funds, Inc. ("BNYMMF"), BNY Mellon Stock Funds ("BNYMSF") and BNY Mellon Strategic Funds, Inc. ("BNYMSFI") (each, a "Fund" and, collectively, the "Funds") to be used at a Special Meeting of Shareholders (each, a "Meeting") of each Fund to be held on Thursday, November 20, 2025 at the time set forth on Schedule 1 to this combined proxy statement, over the Internet in a virtual meeting format only, and at any and all adjournments or postponements thereof, for the purpose set forth in the accompanying Notice of Special Meeting of Shareholders.
Shareholders of record at the close of business on September 19, 2025 (the "Record Date") are entitled to receive notice of the Meeting and to vote on the proposal with respect to their Fund(s).  Shareholders will not be able to attend the Meeting physically but may participate over the Internet as described in the Notice of Special Meeting of Shareholders.
Shareholders are entitled to one vote for each Fund share held and fractional votes for each fractional Fund share held as of the Record Date.  Shareholders can vote only on matters affecting the Fund(s) in which they hold shares.  Shareholders of each Fund will vote as a single class (which includes all series and classes of shares of a Fund) and will vote separately from the shareholders of each other Fund on the election of Board members.  If the proposal is approved by shareholders of one Fund and not approved by shareholders of
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another Fund, the proposal will be implemented only for the Fund that approved the proposal.  Therefore, it is essential that shareholders who own shares in more than one Fund complete, date, sign and return each proxy card they receive, or otherwise vote by telephone or over the Internet.  Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon.  If the enclosed proxy card is properly executed and returned, or if you have voted by telephone or over the Internet, your vote nevertheless may be revoked after it is received by sending a written notice of revocation to the proxy tabulator at the address listed on the proxy card or by mailing a duly executed proxy card bearing a later date; you may also change your vote by calling the toll-free telephone number listed under "To vote by Telephone" on the proxy card or over the Internet by going to the website listed on the proxy card and following the instructions on the website.  To be effective, such revocation or vote change must be received before your prior proxy is exercised at the Meeting.  If you hold shares through a bank or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions have been provided.  In addition, any shareholder who attends the Meeting virtually may vote over the Internet during the Meeting, thereby canceling any proxy previously given.
Information as to the number of shares outstanding and share ownership for each Fund is set forth on Schedule 2 to this combined proxy statement.
It is estimated that proxy materials will be mailed to shareholders of record on or about October 3, 2025.  To reduce expenses, only one copy of this combined proxy statement will be mailed to certain addresses shared by two or more accounts.  If you wish to revoke this arrangement and receive individual copies, you may do so at any time by writing to the address or calling the phone number set forth below.  The relevant Fund will begin sending you individual copies promptly after receiving your request.
The principal executive office of each Fund is located at 240 Greenwich Street, 18th Floor, New York, New York 10286.  Copies of each Fund's most recent Annual Report to Shareholders and, if applicable, Semi-Annual Report to Shareholders, are available upon request, without charge, by visiting www.bny.com/investments, writing to the Fund at BNY Shareholder Services, P.O. Box 534434, Pittsburgh, Pennsylvania 15253-4434, calling your financial adviser or calling toll-free 1-800-373-9387.
 
IMPORTANT NOTICE REGARDING INTERNET
AVAILABILITY OF PROXY MATERIALS

The Letter to Shareholders, Notice of Special Meeting of Shareholders, Combined Proxy Statement and Form of Proxy Card, and any additional proxy soliciting materials are available at www.bny.com/proxy.
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PROPOSAL:  ELECTION OF BOARD MEMBERS
The Nominees.  It is proposed that shareholders of each Fund consider the election of the individuals listed below (the "Nominees") as Board members of their Fund as indicated.  The Nominees were selected and nominated by those members of the present Boards of the relevant Funds who are not "interested persons" (as defined in the Investment Company Act of 1940, as amended (the "1940 Act")) of the Funds ("Independent Board Members").  The Nominees currently serve as Board members of some or all of the Funds.  Some Board members of certain Funds (Joseph S. DiMartino with respect to each Fund) were previously elected by shareholders and need not be re-elected to the Board of those Funds ("Continuing Board Members" of such Funds).  The election of additional Board members to the Boards of the Funds is being proposed primarily to consolidate the Boards of the Funds.  Consolidating the Boards of the Funds may provide certain administrative efficiencies for the Funds.  Each Nominee has consented to being named in this combined proxy statement and has agreed to serve as a Board member of the indicated Funds if elected.  All of the Nominees and Continuing Board Members are Independent Board Members.
With respect to BNYMAIF, BNYMCAFMBF, BNYMIMBF, BNYMMF, BNYMSF and BNYMSFI, the Nominees for election as Board members of these Funds are:  Francine J. Bovich, Andrew J. Donohue, Joan L. Gulley, Alan H. Howard, Bradley J. Skapyak, Roslyn M. Watson and Benaree Pratt Wiley.  Mses. Gulley and Wiley and Mr. Howard currently are Board members of these Funds, but have not been previously elected by shareholders of the Funds.
With respect to BNYMIFI, BNYMIFII, BNYMIFIII and BNYMIFIV, the Nominees for election as Board members of these Funds are:  Andrew J. Donohue, Joan L. Gulley, Alan H. Howard, Robin A. Melvin, Bradley J. Skapyak and Burton N. Wallack.  Messrs. Donohue and Skapyak currently are Board members of these Funds, but have not been previously elected by shareholders of the Funds.
The persons named as proxies on the accompanying proxy card(s) intend to vote each proxy for the election of the Nominees, unless shareholders specifically indicate on their proxies the desire to withhold authority to vote for elections to office.  Each Nominee elected will serve as an Independent Board Member of the consolidated Boards of the Funds commencing, subject to the discretion of the Board, on or about January 1, 2026, and until his or her successor is duly elected and qualified.  It is not contemplated that any Nominee will be unable to serve as a Board member for any reason, but, if that should occur prior to the Meeting, the Boards reserve the right to substitute another person or persons of their choice as nominee or nominees.
Board's Oversight Role in Management.  Each Board's role in management of the respective Fund is oversight.  As is the case with virtually all investment companies (as
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distinguished from operating companies), service providers to each Fund, primarily BNY Mellon Investment Adviser, Inc., each Fund's investment adviser (the "Investment Adviser" or "BNYIA"), and its affiliates, have responsibility for the day-to-day management of the Fund, which includes responsibility for risk management (including management of investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk).  As part of its oversight, each Board, acting at its scheduled meetings, or the Chairman, acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including senior personnel of the Investment Adviser, the Fund's and the Investment Adviser's Chief Compliance Officer and portfolio management personnel.  Each Board's audit committee (which consists of all of the Independent Board Members) meets during its regularly scheduled and special meetings, and between meetings the audit committee chair is available to the Fund's independent registered public accounting firm and the Fund's Chief Financial Officer.  Each Board also receives periodic presentations from senior personnel of the Investment Adviser or its affiliates regarding risk management generally, as well as periodic presentations regarding specific operational, compliance or investment areas, such as cybersecurity, anti-money laundering, personal trading, valuation, investment research and securities lending.  As warranted, each Board also receives informational reports from counsel to each Fund and each Board's independent legal counsel regarding regulatory compliance and governance matters.  Each Board has adopted policies and procedures designed to address certain risks to the Fund.  In addition, the Investment Adviser and other service providers to each Fund have adopted a variety of policies, procedures and controls designed to address particular risks to the Fund.  Different processes, procedures and controls are employed with respect to different types of risks.  However, it is not possible to eliminate all of the risks applicable to a Fund, and the Boards' risk management oversight is subject to inherent limitations.
Board Composition and Leadership Structure.  The 1940 Act requires that at least 40% of each Fund's Board members be Independent Board Members and as such are not affiliated with the Investment Adviser.  To rely on certain exemptive rules under the 1940 Act, a majority of each Fund's Board members must be Independent Board Members, and for certain important matters, such as the approval of each Fund's investment advisory agreement or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent Board Members.  Currently, all of each Fund's Board members, including the Chairman of the Board, are Independent Board Members.  Each Board has determined that its leadership structure, in which the Chairman of the Board is not affiliated with the Investment Adviser, is appropriate in light of the specific characteristics and circumstances of each Fund, including, but not limited to:  (i) the services that the Investment Adviser and its affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships; (ii) the extent to which the day-to-day operations of each Fund are conducted by Fund officers and employees of the Investment Adviser and its affiliates; and (iii) each Board's oversight role in management of each Fund.
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Information About Each Nominee's and Continuing Board Member's Experience, Qualifications, Attributes or Skills.  Nominees for Board member of each Fund, together with information as to their positions with a Fund, principal occupations and other board memberships for the past five years, are shown below.  The address of each Nominee is 240 Greenwich Street, New York, New York 10286.  Specific information about the Continuing Board Members of each Fund, information on each Nominee's and Continuing Board Member's ownership of Fund shares, and other relevant information is set forth in Exhibit A to this combined proxy statement.
Nominees for all Funds
Name (Year of Birth) of Nominee
Position with Funds (Since)
Principal Occupation
During Past 5 Years
Other Public Company Board
Memberships During Past 5 Years
     
Andrew J. Donohue (1950)
Board Member
BNYMIFI (2019)
BNYMIFII (2019)
BNYMIFIII (2019)
BNYMIFIV (2019)
 
Attorney, Solo Law Practice (2019 – Present)
Shearman & Sterling LLP, a law firm, Of Counsel
(2017 –2019)
Chief of Staff to the Chair of the SEC (2015 – 2017)
N/A
Joan L. Gulley (1947)
Board Member
BNYMAIF (2017)
BNYMCAFMBF (2017)
BNYMIMBF (2017)
BNYMMF (2017)
BNYMSF (2017)
BNYMSFI (2017)
Nantucket Atheneum, public library, Chair (June 2018 – June 2021) and Director (2015 – June 2021)
Orchid Island Club, golf and beach club, Governor (2016 – February 2025) and President (February 2023 – February 2025)
N/A
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Name (Year of Birth) of Nominee
Position with Funds (Since)
Principal Occupation
During Past 5 Years
Other Public Company Board
Memberships During Past 5 Years
     
Alan H. Howard (1959)
Board Member
BNYMAIF (2018)
BNYMCAFMBF (2018)
BNYMIMBF (2018)
BNYMMF (2018)
BNYMSF (2018)
BNYMSFI (2018)
 
Heathcote Advisors LLC, a financial advisory services firm, Managing Partner (2008 – Present)
Dynatech/MPX Holdings LLC, a global supplier and service provider of military aircraft parts, President (2012 – May 2019); and Board Member of its two operating subsidiaries, Dynatech International LLC and Military Parts Exchange LLC (2012 – December 2019), including Chief Executive Officer of Dynatech International LLC (2013 – May 2019)
Rossoff & Co., an independent investment banking firm, Senior Advisor (2013 – June 2021)
 
Movado Group, Inc., a public company that designs, sources, markets and distributes watches, Director (1997 – Present)
Diamond Offshore Drilling, Inc., a public company that provides contract drilling services, Director (2020 – April 2021)
Siddhi Acquisition Corp, a public company that focuses on effecting merger, amalgamation, acquisition, share purchase, reorganization or similar business combination with businesses, Director (August 2024 – Present)
 
 
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Name (Year of Birth) of Nominee
Position with Funds (Since)
Principal Occupation
During Past 5 Years
Other Public Company Board
Memberships During Past 5 Years
     
Bradley J. Skapyak (1958)
Board Member
BNYMIFI (2021)
BNYMIFII (2021)
BNYMIFIII (2021)
BNYMIFIV (2021)
 
Chief Operating Officer and Director of The Dreyfus Corporation (2009 – 2019)
Chief Executive Officer and Director of MBSC Securities Corporation (2016 – 2019)
Chairman and Director of Dreyfus Transfer, Inc.
(2011 – 2019)
Senior Vice President of
The Bank of New York Mellon (2007 – 2019)
N/A

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Additional Nominee for BNYMAIF, BNYMCAFMBF,
BNYMIMBF, BNYMMF, BNYMSF and BNYMSFI
 
 
Name (Year of Birth) of Nominee
Position with Funds (Since)
Principal Occupation
During Past 5 Years
Other Public Company Board
Memberships During Past 5 Years
     
Francine J. Bovich (1951)
Board Member
BNYMIFI (2011)
BNYMIFII (2013)
BNYMIFIII (2012)
BNYMIFIV (2012)
The Bradley Trusts, private trust funds, Trustee (2011 – Present)
 
Annaly Capital Management, Inc., a real estate investment trust, Director (2014 – 2025)
 
Roslyn M. Watson (1949)
Board Member
BNYMIFI (2008)
BNYMIFII (2013)
BNYMIFIII (1992)
BNYMIFIV (1993)
Watson Ventures, Inc., a real estate investment company, Principal (1993 – Present)
 
N/A
Benaree Pratt Wiley (1946)
Board Member
BNYMAIF (2016)
BNYMCAFMBF (2016)
BNYMIMBF (2016)
BNYMMF (2016)
BNYMSF (2016)
BNYMSFI (2016)
BNYMIFI (2008)
BNYMIFII (2013)
BNYMIFIII (1998)
BNYMIFIV (1998)
 
The Wiley Group, a firm specializing in strategy and business development, Principal (2005 – Present)
CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2008 – Present)
Blue Cross-Blue Shield of Massachusetts, Director (2004 – December 2020)

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Additional Nominee for
BNYMIFI, BNYMIFII, BNYMIFIII
and BNYMIFIV
Name (Year of Birth) of Nominee
Position with Funds (Since)
Principal Occupation
During Past 5 Years
Other Public Company Board
Memberships During Past 5 Years
     
Robin A. Melvin (1963)
Board Member
BNYMAIF (2018)
BNYMCAFMBF (2006)
BNYMIMBF (1995)
BNYMMF (2006)
BNYMSF (2003)
BNYMSFI (1995)
Westover School, a private girls' boarding school in Middlebury, Connecticut, Trustee (2019 – June 2023)
Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois, Co-Chair (2014 – March 2020); Board Member (2013 – March 2020)
JDRF, a non-profit juvenile diabetes research foundation, Board Member (June 2021 – June 2022)
HPS Corporate Lending Fund, a closed-end management investment company regulated as a business development company, Trustee (August 2021 – Present)
HPS Corporate Capital Solutions Fund, a closed-end management investment company regulated as a business development company, Trustee (December 2023 – Present)
     
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Name (Year of Birth) of Nominee
Position with Funds (Since)
 
Principal Occupation
During Past 5 Years
Other Public Company Board
Memberships During Past 5
Years
Burton N. Wallack (1950)
Board Member
BNYMAIF (2015)
BNYMCAFMBF (1991)
BNYMIMBF (2006)
BNYMMF (1991)
BNYMSF (2006)
BNYMSFI (2006)
Wallack Management Company, a real estate management company, President and Co-owner (1987 – Present)
Mount Sinai Hospital Urology, Board Member (2017 – Present)


Each Nominee and Continuing Board Member, with the exception of Mses. Bovich and Gulley and Messrs. Donohue, Howard and Skapyak, has been a BNY Mellon Family of Funds Board member for over twenty years.  Ms. Bovich has been in the asset management business for 40 years.  Ms. Gulley was in the asset management business for more than 30 years prior to her retirement in 2014.  Mr. Donohue has over 40 years of experience in the investment funds industry.  Mr. Howard has over 30 years of experience in investment banking, including experience advising asset managers.  Mr. Skapyak has over 30 years of experience in the investment funds industry.  Additional information about each Nominee follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each Nominee possesses which the respective Board believes has prepared them to be effective Board members (this information for the Continuing Board Member for each Fund is set forth on Exhibit A).  Each Board believes that the significance of each Board member's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one Board member may not have the same value for another) and that these factors are best evaluated at the Board level, with no single Board member, or particular factor, being indicative of Board effectiveness.  However, each Board believes that Board members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; each Board believes that its members satisfy this standard.  Experience relevant to having this ability may be achieved through a Board member's educational
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background; business, professional training or practice (e.g., medicine, accounting or law); public service or academic positions; experience from service as a Board member (including the Board of the Fund) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.  The charter for each Board's nominating committee contains certain other factors considered by the committee in identifying and evaluating potential Independent Board Member nominees.  To assist them in evaluating matters under federal and state law, the Board members are counseled by their independent legal counsel, who participates in Board meetings and interacts with the Investment Adviser and also may benefit from information provided by the Investment Adviser's counsel; counsel to the Funds and to the Boards has significant experience advising funds and fund Board members.  Each Board and its committees have the ability to engage other experts as appropriate.  Each of BNYMAIF, BNYMCAFMBF, BNYMIMBF, BNYMMF, BNYMSF and BNYMSFI also has an "advisory board" as such term is defined in Section 2(a)(1) of the 1940 Act, which currently has one member.  Each Board evaluates its performance on an annual basis.
Francine J. Bovich – Ms. Bovich currently also serves as a Trustee for The Bradley Trusts, private trust funds, and served as a Director of Annaly Capital Management, Inc. from 2014 to 2025.  She is an Emeritus Trustee of Connecticut College, and served as a Trustee from 1986 to 1997.  She currently serves as a member of the Investment Committee (formerly, the Investment Sub Committee) for Connecticut College's endowment fund and served as Chair of the Investment Sub Committee until June 2020.  From April 1993 until September 2010, Ms. Bovich was a Managing Director at Morgan Stanley Investment Management, holding various positions including Co-Head of Global Tactical Asset Allocation Group, Operations Officer, and Head of the U.S. Institutional Equity Group.  Prior to joining Morgan Stanley Investment Management, Ms. Bovich was Principal, Executive Vice President and Senior Portfolio Manager at Westwood Management Corporation, where she worked from 1986 until 1993.  From 1980 to 1986, she worked at CitiCorp Investment Management, Inc. as Managing Director and Senior Portfolio Manager.  From 1973 to 1980, Ms. Bovich was an Assistant Vice President and Equity Portfolio Manager at Bankers Trust Company.  From 1991 to 2005, she served as U.S. Representative to the United Nations Investments Committee, advising a global portfolio of approximately $30 billion.
Andrew J. (Buddy) Donohue – Mr. Donohue, who has worked as a solo law practitioner since 2019, has over 40 years of experience in the investment funds industry, in both senior government and private sector roles.  Mr. Donohue served as Chief of Staff to the Chair of the SEC, from 2015 to 2017, and previously served as the Director of the SEC's Division of Investment Management, from 2006 to 2010, where he was effectively the most senior regulator for the U.S. investment funds industry.  Mr. Donohue was Global General Counsel of Merrill Lynch Investment Managers, from 2003 to 2006, Executive Vice President and General Counsel of OppenheimerFunds, Inc., from 1991 to 2001, and Investment Company General Counsel of Goldman Sachs, from 2012 to 2015.  Most recently, Mr. Donohue was an independent Director of the OppenheimerFunds, from 2017 to 2019, and Of Counsel at
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the law firm of Shearman & Sterling LLP, from September 2017 to July 2019.  Mr. Donohue has been an officer, director and counsel for numerous investment advisers, broker-dealers, commodity trading advisers, transfer agents and insurance companies, and has served on the boards of business development companies, registered open-end funds, closed-end funds, exchange-traded funds and off-shore investment funds.  He has also served as chairman of the American Bar Association's Investment Companies and Investment Advisers Subcommittee, editor of the ABA Fund Director's Guidebook and, since 2018, director, and since January 2023, Chair of the Mutual Fund Directors Forum, a leading funds industry organization.  Mr. Donohue also is an adjunct professor teaching investment management law at Brooklyn Law School.
Joan L. Gulley – Ms. Gulley served in various senior roles at PNC Financial Services Group, Inc. (PNC) from 1993 until her retirement in 2014, including Chief Executive Officer of PNC Advisors, the wealth management and institutional services business of PNC, from 2002 to 2005, Executive Vice President and Chief Marketing Officer of PNC from 2002 to 2007, and Executive Vice President (EVP) and Chief Human Resources Officer (CHRO) of PNC from 2008 until 2014.  In her role as EVP and CHRO of PNC, Ms. Gulley was responsible for the oversight of $8 billion in combined pension and 401(k) assets.  Ms. Gulley also served as a member of PNC's Executive Committee from 2008 to 2014, where she participated in all key strategic and operational decisions affecting PNC, and was responsible for all staff support to the PNC Board's Personnel and Compensation Committee with respect to executive compensation, succession planning, talent management, human resource regulatory matters and diversity.  Prior to joining PNC, Ms. Gulley held positions with The Massachusetts Company, a chartered bank and subsidiary of The Travelers Insurance Company, which was acquired by PNC in 1993, and with branches of the Federal Reserve Bank in Boston, Massachusetts and Washington D.C.  Ms. Gulley served as a Governor and President of the Orchid Island Club until February 2025 and from 2015 to 2021 served on the Board of Trustees of the Nantucket Atheneum.
Alan H. Howard – Mr. Howard is the Managing Partner of Heathcote Advisors LLC, which he formed in 2008 and which provides financial advisory services as well as makes principal investments.  Mr. Howard is a member of the Board of Directors of Movado Group, Inc., a leading global designer, marketer and distributor of watches, and serves as lead independent director, chairman of the compensation and human capital committee and a member of the board's audit committee.  Since April 2022, Mr. Howard is also a member of the Board of Directors of New England Expert Technologies Corp. (formerly, Valley Precision Parts Corporation), a privately held manufacturer of complex, close tolerance and precision-machined parts and assemblies for a variety of industries and applications.  Since February 2025, he has served as a Senior Advisor to LSH Partners Securities LLC, an independent boutique investment bank providing a variety of advisory services including M&A, restructuring, capital markets and corporate finance across a broad range of industries.  Mr. Howard served as a Senior Advisor at Rossoff & Company LLC, an independent investment banking firm that provides advice on mergers and acquisitions,
12


corporate finance and restructurings and assists on raising debt and equity capital in the private and public markets from 2013 until June 2021.  He was also a member of the Board of Directors of Diamond Offshore Drilling, Inc., a public company that provides contract drilling services, and served as lead independent director, chairman of the audit committee and a member of the board's finance and executive committees from 2020 until April 2021.  Mr. Howard also served as the President of Dynatech/MPX Holdings LLC (D/M Holdings), a privately held global supplier and service provider of military aircraft parts for multiple platforms and engines from 2012 through 2019.  Mr. Howard also was a member of the Board of Directors of D/M Holdings from 2012 to 2019, and served as chief executive officer of one of its two operating companies (Dynatech International LLC), while also serving on the boards of the two operating companies (Dynatech International LLC and Military Parts Exchange LLC).  From 2008 through 2010, Mr. Howard was Managing Partner of S3 Strategic Advisors LLC, which provides strategic advice to hedge funds and asset managers.  Prior to 2006, Mr. Howard was a Managing Director of Credit Suisse First Boston LLC (CSFB), an international provider of financial services.  He had been with CSFB and its predecessor companies since 1985.  As a Managing Director in the Global Industrial and Services Investment Banking Group, he was an advisor to several of the firm's most important clients on mergers and acquisitions, corporate finance and capital raising assignments.
Robin A. Melvin – From 2014 to 2020, Ms. Melvin served as Co-Chair of Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois, and served as a Board member from 2013 to 2020.  Ms. Melvin served as Director of the Boisi Family Foundation, a private family foundation that supports organizations serving the needs of youth from disadvantaged circumstances, from 1995 to 2012.  In that role she also managed the Boisi Family Office, providing the primary interface with all investment managers, legal advisors and other service providers to the family.  She has also served in various roles with MENTOR, a national non-profit youth mentoring advocacy organization, including Executive Director of the New York City affiliate, Vice President of the national affiliate network, Vice President of Development, and, immediately prior to her departure, Senior Vice President in charge of strategy.  Prior to that, Ms. Melvin was an investment banker with Goldman Sachs Group, Inc.  Ms. Melvin served as a Board member of JDRF, a non-profit juvenile diabetes research foundation from June 2021 to June 2022.  She also serves as a Trustee of HPS Corporate Lending Fund (August 2021 to present) and HPS Corporate Capital Solutions Fund (December 2023 to present), each a closed-end management investment company regulated as a business development company, and a Director with Northwestern Memorial Hospital Board of Directors (March 2024 to present), an academic medical center, and served as a Trustee of Westover School, a private girls boarding school in Middlebury, Connecticut, from 2019 to June 2023.
Bradley J. Skapyak – Mr. Skapyak has over 30 years of experience in the investment funds industry.  From January 2010 through May 2019, Mr. Skapyak served as President of the funds in the BNY Mellon Family of Funds.  From June 2009 through May 2019, Mr. Skapyak
13


served as Chief Operating Officer and Director of The Dreyfus Corporation, where he was primarily responsible for the relationship between The Dreyfus Corporation and the BNY Mellon Family of Funds, served as management's representative at BNY Mellon Family of Funds' Board meetings and managed the mutual fund administration operations of The Dreyfus Corporation in connection with its role as administrator to the BNY Mellon Family of Funds.  Mr. Skapyak also served, from August 2016 through May 2019, as Chief Executive Officer and Director of MBSC Securities Corporation; from May 2011 through May 2019, as Chairman and Director of Dreyfus Transfer, Inc.; and from April 2007 through May 2019, as Senior Vice President of The Bank of New York Mellon.
Burton N. Wallack – Mr. Wallack is President and co-owner of Wallack Management Company, a real estate management company that provides financial reporting and management services.  He also serves as a Board member for Mount Sinai Hospital Urology.
Roslyn M. Watson – Ms. Watson has been a business entrepreneur in commercial and residential real estate for over 15 years.  Ms. Watson currently serves as President and Founder of Watson Ventures, Inc., a real estate development investment firm, and her board memberships include American Express Bank, FSB (until 2018), The Hyams Foundation, Inc. (emeritus), Pathfinder International (until September 2022) and Simmons College.  Previously, she held various positions in the public and private sectors, including General Manager for the Massachusetts Port Authority.  She has received numerous awards, including the Woman of Achievement award from the Boston Big Sister Association and the Working Woman of the Year Award from Working Woman Magazine.
Benaree Pratt Wiley – Ms. Wiley is a corporate director and trustee.  For fifteen years, Ms. Wiley was the President and Chief Executive Officer of The Partnership, Inc., an organization that strengthened Greater Boston's capacity to attract, retain and develop talented professionals of color.  Ms. Wiley currently serves on the Board of CBIZ (NYSE:CBZ).  She has served as the Chair of PepsiCo's African American Advisory Board, and formerly served on the Board of First Albany (NASDAQ: FACT) and Blue Cross – Blue Shield of Massachusetts.  Her civic activities include serving on the Boards of Dress for Success Boston, Partners Continuing Care and Spaulding Hospital, the Black Philanthropy Fund and Howard University where she served as Vice Chair until June 2021.
Fund Board Committees.  Each Fund has standing audit, nominating, compensation and litigation committees, each comprised of its Independent Board Members, except that Joseph S. DiMartino does not serve on the compensation committees.
The function of the audit committee of each Fund is (1) to oversee the Fund's accounting and financial reporting processes and the audits of the Fund's financial statements and (2) to assist in the Board's oversight of the integrity of the Fund's financial statements, the Fund's compliance with legal and regulatory requirements and the qualifications, independence and performance of the Fund's independent registered public
14


accounting firm.  A copy of each Fund's Audit Committee Charter, which describes the audit committee's purposes, duties and responsibilities, is available at www.bny.com/investments/proxy in the "BNY Audit Committee Charter" section.  Each Fund's audit committee has determined that at least one Board member qualifies as an audit committee financial expert under the securities laws and Alan H. Howard has been designated as the audit committee financial expert for each of BNYMAIF, BNYMCAFMBF, BNYMIMBF, BNYMMF, BNYMSF and BNYMSFI and Bradley J. Skapyak has been designated as the audit committee financial expert for each of BNYMIFI, BNYMIFII, BNYMIFIII and BNYMIFIV.
Each Fund's nominating committee is responsible for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by shareholders.  In evaluating potential nominees, including any nominees recommended by shareholders, the committee takes into consideration the factors listed in each Fund's Nominating Committee Charter and Procedures (the "Nominating Committee Charter"), including character and integrity, and business and professional experience.  The nominating committee may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes. Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations.  The committee will consider recommendations for nominees from shareholders submitted to the Secretary of the Fund, c/o BNY Legal Department, 240 Greenwich Street, 18th Floor, New York, New York 10286, and including information regarding the recommended nominee as specified in the Nominating Committee Charter.  The Nominating Committee Charter is not available on the Funds' or the Investment Adviser's website, but is attached as Exhibit B to this combined proxy statement.
The function of the compensation committee is to establish the appropriate compensation for serving on the Board.
The litigation committee seeks to address any potential conflicts of interest between the Funds and the Investment Adviser in connection with any potential or existing litigation or other legal proceeding related to securities held by a Fund and held or otherwise deemed to have a beneficial interest held by the Investment Adviser or its affiliate.
Compensation.  Each Nominee currently serves as a Board member of multiple funds in the BNY Mellon Family of Funds.  Annual retainer fees and meeting attendance fees are allocated among each Fund on the basis of net assets, with the Chairman of each Board, Mr. DiMartino, receiving an additional 25% of such compensation.  Each Fund reimburses Board members for travel and out-of-pocket expenses in connection with
15


attending Board or committee meetings.  The Funds do not have a bonus, pension, profit-sharing or retirement plan.
The aggregate amount of compensation paid to each Nominee by each Fund for its most recent fiscal year and the aggregate amount of compensation paid to each such Nominee by all funds in the BNY Mellon Family of Funds for which the Nominee was a Board member during 2024, was as follows:
Name of Nominee and Fund

Compensation
from each Fund*
Aggregate Compensation from each Fund and
Fund Complex
Paid to Nominee (**)
Francine J. Bovich
   
BNYMIFI
   
(9/30 fiscal year end)
$38,269
 
BNYMIFI
   
(12/31 fiscal year end)
$44,224
 
BNYMIFII
$10,527
 
BNYMIFIII
   
(5/31 fiscal year end)
$14,990
 
BNYMIFIII
   
(10/31 fiscal year end)
$6,614
 
BNYMIFIII
   
(12/31 fiscal year end)
$9,785
 
BNYMIFIV
   
(8/31 fiscal year end)
$13,451
 
BNYMIFIV
   
(10/31 fiscal year end)
$38,309
 
   
$699,700 (53)
     
Andrew J. Donohue
   
BNYMIFI
   
(9/30 fiscal year end)
$38,269
 
BNYMIFI
   
(12/31 fiscal year end)
$44,226
 
BNYMIFII
$10,525
 
BNYMIFIII
   
(5/31 fiscal year end)
$15,504
 
BNYMIFIII
   
16

 Name of Nominee and Fund  Compensation
from each Fund
*
 Aggregate Compensation from each Fund and
Fund Complex
Paid to Nominee (
**)
(10/31 fiscal year end)
$6,614
 
BNYMIFIII
   
(12/31 fiscal year end)
$9,786
 
BNYMIFIV
   
(8/31 fiscal year end)
$13,451
 
BNYMIFIV
   
(10/31 fiscal year end)
$38,316
 
   
$473,700 (43)
     
Joan L. Gulley
   
BNYMAIF
$16,892
 
BNYMCAFMBF
$5,593
 
BNYMIMBF
$3,911
 
BNYMMF
$20,090
 
BNYMSF
$1,546
 
BNYMSFI
   
(11/30 fiscal year end)
$79,856
 
BNYMSFI
   
(12/31 fiscal year end)
$5,128
 
   
$404,700 (46)
     
Alan H. Howard
   
BNYMAIF
$16,724
 
BNYMCAFMBF
$6,595
 
BNYMIMBF
$4,588
 
BNYMMF
$19,650
 
BNYMSF
$1,519
 
BNYMSFI
   
(11/30 fiscal year end)
$79,366
 
BNYMSFI
   
(12/31 fiscal year end)
$5,097
 
   
$170,700 (17)
17


Name of Nominee and Fund

Compensation
from each Fund*
Aggregate Compensation from each Fund and
Fund Complex
Paid to Nominee (**)
Robin A. Melvin
   
BNYMAIF
$16,892
 
BNYMCAFMBF
$6,681
 
BNYMIMBF
$4,693
 
BNYMMF
$20,090
 
BNYMSF
$1,546
 
BNYMSFI
   
(11/30 fiscal year end)
$79,447
 
BNYMSFI
   
(12/31 fiscal year end)
$5,103
 
   
$675,700 (68)
     
Bradley J. Skapyak
   
BNYMIFI
   
(9/30 fiscal year end)
$38,269
 
BNYMIFI
   
(12/31 fiscal year end)
$44,864
 
BNYMIFII
$10,681
 
BNYMIFIII
   
(5/31 fiscal year end)
$15,504
 
BNYMIFIII
   
(10/31 fiscal year end)
$6,700
 
BNYMIFIII
   
(12/31 fiscal year end)
$9,931
 
BNYMIFIV
   
(8/31 fiscal year end)
$13,451
 
BNYMIFIV
   
(10/31 fiscal year end)
$38,907
 
   
$204,700 (21)
18


Name of Nominee and Fund

Compensation
from each Fund*
Aggregate Compensation from each Fund and
Fund Complex
Paid to Nominee (**)
Burton N. Wallack
   
BNYMAIF
$16,724
 
BNYMCAFMBF
$6,595
 
BNYMIMBF
$4,588
 
BNYMMF
$19,650
 
BNYMSF
$1,519
 
BNYMSFI
   
(11/30 fiscal year end)
$79,366
 
BNYMSFI
   
(12/31 fiscal year end)
$5,097
 
   
$170,700 (17)
     
Roslyn M. Watson
   
BNYMIFI
   
(9/30 fiscal year end)
$38,269
 
BNYMIFI
   
(12/31 fiscal year end)
$44,226
 
BNYMIFII
$10,525
 
BNYMIFIII
   
(5/31 fiscal year end)
$15,504
 
BNYMIFIII
   
(10/31 fiscal year end)
$6,614
 
BNYMIFIII
   
(12/31 fiscal year end)
$9,786
 
BNYMIFIV
   
(8/31 fiscal year end)
$13,451
 
BNYMIFIV
   
(10/31 fiscal year end)
$38,316
 
   
$470,200 (43)
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Name of Nominee and Fund

Compensation
from each Fund*
Aggregate Compensation from each Fund and
Fund Complex
Paid to Nominee (**)
Benaree Pratt Wiley
   
BNYMAIF
$16,724
 
BNYMCAFMBF
$6,595
 
BNYMIMBF
$4,588
 
BNYMMF
$19,650
 
BNYMSF
$1,519
 
BNYMSFI
   
(11/30 fiscal year end)
$78,040
 
BNYMSFI
   
(12/31 fiscal year end)
$5,016
 
BNYMIFI
   
(9/30 fiscal year end)
$38,269
 
BNYMIFI
   
(12/31 fiscal year end)
$44,225
 
BNYMIFII
$10,527
 
BNYMIFIII
   
(5/31 fiscal year end)
$15,504
 
BNYMIFIII
   
(10/31 fiscal year end)
$6,614
 
BNYMIFIII
   
(12/31 fiscal year end)
$9,786
 
BNYMIFIV
   
(8/31 fiscal year end)
$13,451
 
BNYMIFIV
   
(10/31 fiscal year end)
$38,315
 
   
$641,700 (57)
_________________________
*  Amounts shown do not include expenses reimbursed to Nominees for attending Board meetings.  Amounts shown also do not include the costs of office space, office supplies and secretarial services, which are paid by the Funds (allocated among the funds in the BNY Mellon Family of Funds based on net assets), which, in 2024, for the Funds ranged from $6 to $6,666 ($29,945 for all Funds).
20


**  Represents the number of separate portfolios comprising the investment companies in the fund complex, including the Funds, for which the Nominee served as a Board member in 2024.
For each Fund's most recent fiscal year, the number of Board and committee meetings held and the amount of compensation paid by each Fund to the Continuing Board Member for each Fund and the aggregate amount of compensation paid by all funds in the BNY Mellon Family of Funds for which such person was a Board member in 2024 are set forth on Exhibit A.  Certain other information concerning each Fund's Board members and officers also is set forth on Exhibit A.
Required Vote
Provided a quorum is present, the election of a Nominee for each Fund requires the affirmative vote of a plurality of votes cast at the Funds’ meeting for the election of Board members.
ADDITIONAL INFORMATION
Selection of Independent Registered Public Accounting Firm
The 1940 Act requires that each Fund's independent registered public accounting firm (the "independent auditors" or "auditors") be selected by a majority of the Independent Board Members.  The audit committee has direct responsibility for the appointment, compensation, retention and oversight of the Fund's independent auditors.  Each audit committee of BNYMAIF, BNYMCAFMBF, BNYMIMBF, BNYMMF, BNYMSF and BNYMSFI approved and each such Fund's Board, including a majority of the Independent Board Members, ratified and approved the selection of Ernst & Young LLP ("EY") as the independent auditors for the respective Fund's fiscal year ended in 2025 or 2026, as applicable, at a meeting held on the date set forth for each such Fund on Schedule 3 to this combined proxy statement.  EY, a major international accounting firm, has acted as independent auditors of each such Fund since the Fund's organization.  Each audit committee of BNYMIFI, BNYMIFII, BNYMIFIII and BNYMIFIV approved and each such Fund's Board, including a majority of the Independent Board Members, ratified and approved the selection of KPMG LLP ("KPMG") as the independent auditors for the respective Fund's fiscal year ended in 2025 or 2026, as applicable, at a meeting held on the date set forth for each such Fund on Schedule 3 to this combined proxy statement.  KPMG, a major international accounting firm, has acted as independent auditors of each such Fund since the Fund's organization.
21

Independent Registered Public Accounting Firm Fees and Services
The following chart reflects fees billed by EY or KPMG, as applicable, in each Fund's last two fiscal years.  For Service Affiliates (i.e., the Investment Adviser and any entity controlling, controlled by or under common control with the Investment Adviser that provides ongoing services to the relevant Fund), such fees represent only those fees that required pre-approval by the audit committee, except the Aggregate Non-Audit Fees amounts, which include all non-audit fees billed by EY or KPMG, as applicable, to the Fund and Service Affiliates.  All services provided by EY and KPMG were pre-approved with respect to the relevant Fund as required.
Fund/
(Fiscal Year End)1
Audit Fees
Audit-Related Fees2
Tax Fees3
All Other Fees
Fees Paid by Service Affiliates
Aggregate Non-Audit Fees Paid by Fund and Service Affiliates
BNYMAIF
$43,859/$44,736
$24,727/$16,619
$3,342/$3,342
$2,681/$2,823
$8,158/$8,503
$1,706,473/$1,802,968
BNYMCAFMBF
$36,928/$37,666
$13,306/$13,093
$3,342/$3,342
$2,231/$2,544
$8,158/$8,503
$1,767,321/$1,744,889
BNYMIMBF
$36,928/$37,666
$13,303/$13,094
$3,342/$3,342
$2,277/$2,586
$8,158/$8,503
$1,767,321/$1,744,889
BNYMMF
$73,856/$75,332
$50,761/$40,312
$16,712/$10,027
$3,162/$8,819
$16,315/$25,508
$1,606,446/$1,639,482
BNYMSF
$49,419/$50,407
$10,086/$10,960
$4,763/$4,763
$820/$914
$6,737/$7,082
$1,797,238/$1,591,639
BNYMSFI4
(11/30 fiscal year end)

$171,360/$100,814

$36,898/$21,892

$19,051/$9,526

$874/$960

$26,949/$14,878

$1,886,566/$1,486,377
BNYMSFI
(12/31 fiscal year end)

$36,261/$36,986

$7,319/$7,332

$4,763/$4,763

$4,390/$4,938

$6,737/$7,439

$1,865,667/$1,429,804
BNYMIFI5
(9/30 fiscal year end)

$133,400/$136,400

$23,100/$23,900

$0/$0

$0/$0

$0/$0

$4,074,591/$5,102,266
22


BNYMIFI
(12/31 fiscal year end)

$54,400/$55,600

$5,700/$6,100

$0/$0

$0/$0

$0/$0

$4,074,591/$5,102,266
BNYMIFII
$68,800/$70,400
$11,400/$11,800
$0/$0
$0/$0
$0/$0
$4,074,591/$5,102,266
BNYMIFIII
(5/31 fiscal year end)

$34,920/$35,700

$4,900/$5,000

$0/$0

$0/$0

$0/$0

$3,945,912/$4,074,591
BNYMIFIII
(10/31 fiscal year end)

$84,500/$86,400

$11,500/$11,900

$0/$0

$0/$0

$0/$0

$4,074,591/$5,102,266
BNYMIFIII
(12/31 fiscal year end)

$65,100/$66,500

$5,100/$5,300

$0/$0

$0/$0

$0/$0

$4,074,591/$5,102,266
BNYMIFIV
(8/31 fiscal year end)

$60,500/$61,800

$5,800/$6,000

$0/$0

$0/$0

$0/$0

$4,074,591/$5,102,266
BNYMIFIV6
(10/31 fiscal year end)

$113,100/$115,600

$16,600/$17,200

$0/$0

$0/$0

$0/$0

$4,074,591/$5,102,266
             
__________________________
23



1
For the respective fiscal years ended in 2023/2024 or 2024/2025, as applicable.
2
Services to the Fund consisted of one or more of the following: (i) agreed upon procedures related to compliance with Internal Revenue Code section 817(h), (ii) security counts required by Rule 17f-2 under the 1940 Act, (iii) advisory services as to the accounting or disclosure treatment of Fund transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Fund of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Board or other regulatory or standard-setting bodies.
3
Services to the Fund consisted of: (i) review or preparation of U.S. federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory, regulatory or administrative developments; and (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held.
4 The figures for 2023 include the amounts billed to BNYMSFI for BNY Mellon Select Managers Small Cap Value Fund and BNY Mellon U.S. Equity Fund, two series of BNYMSFI which were liquidated on July 26, 2024 and May 17, 2024, respectively.
5 The figures for 2023/2024 include the amounts billed to BNYMIFI for BNY Mellon Small Cap Growth Fund, a series of BNYMIFI which was liquidated on September 19, 2025.
6 The figures for 2023/2024 include the amounts billed to BNYMIFIV for BNY Mellon Tax  Managed Growth Fund, a series of BNYMIFIV which was merged with another fund on March 28, 2025.


Audit Committee Pre-Approval Policies and Procedures.  Each Fund's audit committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of EY's and KPMG's respective engagement for audit and non-audit services to the applicable Fund and non-audit services to Service Affiliates without specific case-by-case consideration.  The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related services, pre-approved tax services and pre-approved all other services.  Pre-approval considerations include whether the proposed services are compatible with maintaining EY's and KPMG's respective independence.  Pre-approvals pursuant to the Policy are considered annually.  In addition, proposed services requiring pre-approval but not covered by the Policy are considered from time to time as necessary.
Auditor Independence.  Each Fund's audit committee has considered whether the provision of non-audit services that were rendered to Service Affiliates that did not require pre-approval is compatible with maintaining EY's and KPMG's respective independence.
24


A representative of EY and KPMG will be available to join the Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.
Service Providers
BNY Mellon Investment Adviser, Inc., located at 240 Greenwich Street, New York, New York 10286, serves as each Fund's investment adviser.  A discussion regarding the basis for the Board approving the fund's management or investment advisory agreement with BNYIA is available in the applicable Fund's Form N-CSR for the fiscal period ended during the date of such approval.  BNYIA is the primary mutual fund business of The Bank of New York Mellon Corporation ("BNY"), a global investments company dedicated to helping its clients manage and service their financial assets throughout the investment lifecycle.
BNY Mellon Securities Corporation, a wholly-owned subsidiary of the Investment Adviser, located at 240 Greenwich Street, New York, New York 10286, serves as the distributor (i.e., principal underwriter) of each Fund's shares.
The Bank of New York Mellon ("BNY Mellon"), an affiliate of the Investment Adviser, located at 240 Greenwich Street, New York, New York 10286, acts as custodian for the assets of each Fund.
BNY Mellon Transfer, Inc., an affiliate of the Investment Adviser, located at 240 Greenwich Street, New York, New York 10286, acts as Transfer Agent, Dividend-Paying Agent and Registrar for each Fund.
Voting Information
To vote, you may use any of the following methods:
By Mail.  Please complete, date and sign the enclosed proxy card for each Fund you own and mail it in the enclosed, postage-paid envelope.
Over the Internet.  Have your proxy card available.  Go to the website listed on the proxy card.  Enter your control number from your proxy card.  Follow the instructions on the website.
By Telephone.  Have your proxy card available.  Call the toll-free number listed on the proxy card.  Enter your control number from your proxy card.  Follow the recorded instructions.
25


At the Meeting.  You will not be able to attend the Meeting physically, but you may attend the Meeting virtually.  Any shareholder who attends the Meeting virtually may vote over the Internet (see above) during the Meeting.
For each Fund, the shareholders of all series and classes of shares of the Fund will vote together as a single class to elect Nominees and the voting power of the shares of each series and class of shares will be counted together in determining the results of the voting.  Total voting power of a Fund taken as a whole is determined by the number of shares outstanding (including fractional shares) of the Fund as of the Record Date.
Shares represented by properly executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and, if no voting instructions are given, shares will be voted "for" the election of the Nominees.
If a proxy is properly executed and returned accompanied by instructions to withhold authority to vote or represents a broker "non-vote" (that is, a proxy from a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote shares of a Fund on a particular matter with respect to which the broker or nominee does not have discretionary power), the Fund's shares represented thereby will be considered to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business, but will not constitute a vote "for" a proposal and will have no effect on the result of the vote.  However, because the Funds understand that a broker or nominee may exercise discretionary voting power with respect to the proposal to elect Board members, and there are no other proposals expected to come before the Meeting for which a broker or nominee would not have discretionary voting authority, the Funds do not anticipate that there will be any "broker non-votes" at the Meeting.
If you hold shares of a Fund through a broker-dealer or other intermediary that has entered into a service agreement with the Fund or the Fund's distributor, such intermediary may be the record holder of your shares.  At the Meeting, an intermediary will vote shares for which it receives instructions from its customers in accordance with those instructions.  A signed proxy card or other authorization by a shareholder that does not specify how the shareholder's shares should be voted on the proposal may be deemed to authorize the intermediary to vote such shares in favor of the proposal to elect Board members.  Depending on its policies, applicable law or contractual or other restrictions, an intermediary may be permitted to vote shares with respect to which it has not received voting instructions from its customers.  In those cases, the intermediary may, but may not be required to, vote such shares in the same proportion as those shares for which the intermediary has received voting instructions.  Because of this practice, a small number of shareholders could determine how a Fund's shares are voted, if other shareholders fail to vote.
26

With respect to BNY-sponsored retirement accounts (each, a "BNY Retirement Account"), the relevant Retirement Custodial Account Agreement governing the BNY Retirement Account requires BNY, as the custodian of the BNY Retirement Account, to vote Fund shares held in such BNY Retirement Account in accordance with the BNY Retirement Account shareholder's instructions.  However, if no voting instructions are received, BNY may vote Fund shares held in the BNY Retirement Account in the same proportions as the Fund shares for which voting instructions are received from other BNY Retirement Account shareholders.  Therefore, if a BNY Retirement Account shareholder does not provide voting instructions prior to the Meeting, BNY will vote the BNY Retirement Account shares in the same proportions as it votes the shares for which properly conveyed instructions are timely received from other BNY Retirement Account shareholders.
With respect to Fund shares for which BNYIA or its affiliates have voting authority, such shares will be voted in accordance with such firms' proxy voting policies and procedures.
The cost of preparing, printing and mailing this combined proxy statement and the attached Notice of Special Meeting of Shareholders and the accompanying proxy card(s), as well as related reporting and tabulation costs, legal and accounting expenses, and the costs associated with the proxy solicitation, which is estimated to total approximately $858,196, will be borne by the Funds.  These costs are estimated to range from $5,201 to $146,829 for the Funds and are set forth for each Fund on Schedule 4.  Solicitation may be made by officers or employees of BNYIA, or by dealers and their representatives.  In addition to the use of the mail, proxies may be solicited personally or by telephone, and the Funds or BNYIA may pay persons holding Fund shares in their names or those of their nominees for their expenses in sending soliciting materials to their principals.  The Funds will retain Equiniti Fund Solutions (the "Proxy Solicitor") to assist in the solicitation of proxies, primarily by contacting shareholders by telephone.  The cost of the Proxy Solicitor is estimated to be approximately $50,078, which amount is included in the estimated total expenses listed above.
Authorizations to execute proxies may be obtained by telephonic or electronically transmitted instructions in accordance with procedures designed to authenticate the shareholder's identity.  In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free telephone number directly to vote), the shareholder will be asked to provide or confirm certain identifiable information and to confirm that the shareholder has received the Funds' combined proxy statement and proxy card(s).  Within 72 hours of receiving such telephonic or electronically transmitted voting instructions from a shareholder, a confirmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder's instructions and to provide a telephone number to call immediately if the shareholder's instructions are not correctly reflected in the confirmation.  Any Fund shareholder giving a proxy by telephone or electronically may
27


revoke it at any time before it is exercised by sending a written notice of revocation to the proxy tabulator at the address listed on the proxy card, by submitting a new proxy to the Fund or by attending the Meeting and voting virtually.
With respect to BNYMAIF, BNYMCAFMBF, BNYMIMBF, BNYMIFII, BNYMIFIV, BNYMMF and BNYMSFI, 33-1/3% of the Fund's shares entitled to vote constitutes a quorum for the transaction of business at the Meeting.  With respect to BNYMIFI, BNYMIFIII and BNYMSF, 30% of the Fund's shares entitled to vote constitutes a quorum for the transaction of business at the Meeting.  Virtual attendance at the Meeting shall constitute in person attendance for purposes of calculating a quorum.  If a quorum is not present at the Meeting for a Fund, the persons named as proxies may propose one or more adjournments of the Meeting with respect to that Fund to permit further solicitation of proxies.  Any adjournment will require the affirmative vote of a majority of those shares represented at the Meeting virtually or by proxy.
OTHER MATTERS
Each Fund's Board is not aware of any other matter which may come before the Meeting.  However, should any such matter with respect to one or more Funds properly come before the Meeting, it is the intention of the persons named in the accompanying form of proxy to vote the proxy in accordance with their discretion on such matter.
None of the Funds hold annual meetings of shareholders.  Any shareholder proposal for inclusion in a proxy statement for a Fund's next shareholder meeting subsequent to this Meeting, if any, must be received by the Fund's Secretary at the offices of the Fund, 240 Greenwich Street, New York, New York 10286, in a reasonable period of time before the Fund begins to print and mail the proxy materials for such meeting.  Under the proxy rules of the Securities and Exchange Commission, shareholder proposals meeting requirements contained in those rules may, under certain conditions, be included in a Fund's proxy materials for a particular meeting of shareholders.  One of these conditions relates to the timely receipt by the Fund of any such proposal.  The fact that a Fund receives a shareholder proposal in a timely manner does not, however, ensure its inclusion in the Fund's proxy materials since there are other requirements in the proxy rules relating to such inclusion.
Shareholders who wish to communicate with Board members should send communications to the attention of the Secretary of the Fund, c/o BNY Legal Department, 240 Greenwich Street, New York, New York 10286, and communications will be directed to the Board member or Board members indicated in the communication or, if no Board member or Board members are indicated, to the Chairman of the Board.
28

NOTICE TO BANKS, BROKER/DEALERS AND VOTING TRUSTEES
AND THEIR NOMINEES
Please advise the Funds, in care of BNY Institutional Services, P.O. Box 534442, Pittsburgh, Pennsylvania 15253-4442, whether other persons are the beneficial owners of Fund shares for which proxies are being solicited from you, and, if so, the number of copies of the combined proxy statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners of Fund shares.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.  THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING VIRTUALLY ARE URGED TO COMPLETE, SIGN, DATE AND RETURN EACH ENCLOSED PROXY CARD(S) IN THE ENCLOSED STAMPED ENVELOPE OR OTHERWISE VOTE PROMPTLY.
Dated:  September 26, 2025
29

SCHEDULE 1
The following is a list of times at which each Fund's meeting will be held.
Name of Fund/Series
Time of Shareholder Meeting
   
BNY Mellon Absolute Insight Funds, Inc.
9:30 a.m.
-BNY Mellon Core Plus Fund (BNYMCPF)
 
   
BNY Mellon California AMT-Free Municipal Bond Fund, Inc.
9:30 a.m.
   
BNY Mellon Intermediate Municipal Bond Fund, Inc.
9:30 a.m.
   
BNY Mellon Investment Funds I
10:30 a.m.
-BNY Mellon Global Fixed Income Fund (BNYMGFIF)
 
-BNY Mellon International Equity Fund (BNYMIEF)
 
-BNY Mellon Small Cap Value Fund (BNYMSCVF)
 
-BNY Mellon Small/Mid Cap Growth Fund (BNYMSMCGF)
 
   
BNY Mellon Investment Funds II, Inc.
10:30 a.m.
-BNY Mellon Global Emerging Markets Fund (BNYMGEMF)
 
-BNY Mellon Yield Enhancement Strategy Fund (BNYMYESF)
 
   
BNY Mellon Investment Funds III
10:30 a.m.
-BNY Mellon Equity Income Fund (BNYMEIF)
 
-BNY Mellon Global Equity Income Fund (BNYMGEIF)
 
-BNY Mellon High Yield Fund (BNYMHYF)
 
-BNY Mellon International Bond Fund (BNYMIBF)
 
   
BNY Mellon Investment Funds IV, Inc.
10:30 a.m.
S-1

-BNY Mellon Bond Market Index Fund (BNYMBMIF)
 
-BNY Mellon Floating Rate Income Fund (BNYMFRIF)
 
-BNY Mellon Institutional S&P 500 Stock Index Fund (BNYMISPSIF)
 
   
BNY Mellon Municipal Funds, Inc.
9:30 a.m.
-BNY Mellon AMT-Free Municipal Bond Fund (BNYMAFMBF)
 
-BNY Mellon High Yield Municipal Bond Fund (BNYMHYMBF)
 
   
BNY Mellon Stock Funds
9:30 a.m.
-BNY Mellon International Core Equity Fund (BNYMICEF)
 
   
BNY Mellon Strategic Funds, Inc.
9:30 a.m.
-BNY Mellon Active MidCap Fund (BNYMAMCF)
 
-BNY Mellon Global Stock Fund (BNYMGSF)
 
-BNY Mellon International Stock Fund (BNYMISF)
 
S-2


SCHEDULE 2
PERTAINING TO SHARE OWNERSHIP
Set forth below for each Fund is information as to the number of shares of the Fund outstanding and those shareholders, if any, known by the Fund to own of record or beneficially 5% or more of a class of the Fund's outstanding voting securities (including series thereof) as of August 22, 2025.
Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
       
BNY Mellon Absolute Insight Funds, Inc.
     
BNY Mellon Core Plus Fund (BNYMCPF)
     
BNYMCPF – Class A
54,620,341.224
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
7,860,363.988
14.3909%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
3,555,728.128
6.5099%
 
Morgan Stanley Smith Barney LLC
3,038,527.676
5.5630%
S-3

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
   
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
2,954,067.086
5.4084%
       
BNYMCPF – Class C
2,338,907.982
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
690,069.411
29.5039%
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
 
666,289.425
 
28.4872%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
468,072.434
20.0124%
S-4

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Raymond James
Omnibus For Mutual Funds
House Acct Firm
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
188,828.339
8.0734%
       
BNYMCPF – Class I
205,498,180.560
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
52,738,536.007
 
25.6637%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
47,485,988.840
23.1077%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
27,549,413.676
13.4062%
 
UBS WM USA
Spec Custody A/C
16,960,537.271
8.2534%
S-5

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761

   
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
15,945,381.681
7.7594%
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
 
12,549,143.876
6.1067%
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
12,110,488.684
5.8932%
       
BNYMCPF – Class Y
4,183,816.698
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor  3
Jacksonville, FL 32246-6484
 
2,031,890.309
 
48.5655%
S-6

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
DCGT As Trustee and/or Cust
FBO PLIC Various Retirement Plans
Omnibus
Attn NPIO Trade Desk
711 High Street
Des Moines, IA 50392
1,488,212.324
35.5707%
 
Mac & Co A/C
Attn: Mutual Fund Operations
500 Grant Street
Room 151-1010
Pittsburgh, PA 15258
212,829.942
5.0870%
       
       
BNY Mellon California AMT-Free Municipal Bond Fund, Inc.
     
Class A
4,727,991.946
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
563,680.548
11.9222%
 
Wells Fargo Clearing Services
463,540.055
9.8042%
S-7

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
2801 Market Street
Saint Louis, MO 63103-2523
 
   
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
328,867.483
6.9558%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
291,883.904
6.1735%
       
Class C
133,065.398
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
64,942.404
48.8049%
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
 
33,621.265
25.2667%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds
15,440.989
11.6041
S-8

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
   
 
Charles Schwab & Co Inc.
211 Main Street
San Francisco, CA 94105-1905
9,683.079
7.2769%
       
Class I
3,577,764.049
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
875,246.721
24.4635%
 
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
 
838,265.076
23.4299%
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
 
536,750.260
15.0024%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ
396,853.348
11.0922%
S-9

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
07303-2052
 
   
 
UBS WM USA
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
354,003.415
9.8945%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
319,230.835
8.9226%
       
Class Y
743.966
 
BNY Mellon Corporation
MBC Investments Corporation
103 Bellevue Pkwy
Wilmington, DE 19809
743.966
 
100%
       
Class Z
31,175,195.927
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
3,700,123.753
 
11.8688%
       
       
BNY Mellon Intermediate Municipal Bond Fund, Inc.
     
S-10

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
28,722,802.213
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
1,952,736.894
6.7986%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
1,881,120.007
6.5492%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
1,612,779.461
5.6150%
       
       
BNY Mellon Investment Funds I
     
BNY Mellon Global Fixed Income Fund (BNYMGFIF)
     
BNYMGFIF – Class A
7,739,677.938
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
2,814,656.379
36.3666%
S-11

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
2,192,596.634
28.3293%
 
Empower Trust FBO
Employee Benefit Clients 401K
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111
 
853,088.220
11.0223%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
470,516.655
 
6.0793%
       
BNYMGFIF – Class C
388,849.396
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
148,072.113
38.0796%
S-12

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901

79,675.091
20.4900%
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484

35,193.796
9.0508%
 
American Enterprise Investment Services
FBO 41999970
707 2nd Ave S
Minneapolis, MN 55402-2405

28,722.115
7.3864%
 
Raymond James
Omnibus For Mutual Funds
House Acct Firm
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102

26,479.252
6.8096%
S-13

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
23,867.023
6.1379%
       
BNYMGFIF – Class I
153,626,518.884
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
23,868,206.724
15.5365%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
23,716,393.745
15.4377%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
23,448,225.769
15.2631%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
20,357,544.910
13.2513%
S-14

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
 
11,915,382.912
7.7561%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
11,699,483.171
7.6155%
 
UBS WM USA
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
11,276,587.141
7.3403%
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
 
10,171,270.032
6.6208%
BNYMGFIF – Class Y
8,708,020.833
MAC & Co
Attn: Mutual Fund Operations
500 Grant Street
Room 151-1010
2,021,907.319
23.2189%
S-15

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Pittsburgh, PA 15258
 
   
 
SEI Private Trust Company
C/O Principal Financial
1 Freedom Valley Drive
Oaks, PA 19456
 
1,769,049.362
20.3152%
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
 
1,228,932.440
14.1126%
 
Empower Financial Services Inc
8515 E Orchard Road
Greenwood Village, CO 80111
 
1,030,436.886
11.8332%
 
NONAB & Co
C/O Citizens & Northern Bank
90-92 Main Street
Wellsboro, PA 16901
 
468,540.505
5.3806%
BNY Mellon International Equity Fund (BNYMIEF)
     
BNYMIEF – Class A
Morgan Stanley Smith Barney LLC
336,420.359
73.6648%
S-16

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
456,690.827
 
For The Exclusive Benefit Of Its
Customers
1 New York Plaza   Floor 12
New York, NY 10004-1901
   
       
BNYMIEF – Class C
30,962.567
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
25,549.012
82.5158%
 
RBC Capital Markets LLC
Mutual Fund Omnibus Processing
Attn Mutual Fund Ops Manager
250 Nicollet Mall Suite 1400
Minneapolis, MN 55401-1931

3,116.282
10.0647%
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
1,716.983
5.5454%
       
BNYMIEF – Class I
Morgan Stanley Smith Barney LLC
2,423,508.889
47.5344%
S-17

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
5,098,436.246
 
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
   
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
1,894,433.366
37.1571%
       
BNYMIEF – Class Y
6,365,237.240
SEI Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
 
3,254,413.165
51.1279%
 
MAC & Co
C/O The Bank Of New York Mellon
500 Grant Street
Room 151-1010
Pittsburgh, PA 15258
3,109,811.310
48.8562%
       
       
BNY Mellon Small Cap Value Fund (BNYMSCVF)
     
BNYMSCVF – Class A
912,164.590
 
National Financial Services LLC For
Exclusive Benefit Of
 
92,227.601
10.1109%

S-18


Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
92,227.601
10.1109%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
91,588.014
10.0407%
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
 
68,761.143
7.5382%
S-19

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Charles Schwab & Company Inc.
211 Main St
San Francisco, CA 94105
 
65,743.676
7.2074%
 
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091

52,570.730
5.7633%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405

47,556.336
5.2136%
BNYMSCVF – Class C
29,043.342
Matrix Trust Company As Agent For
Datapath Financial Services
717 17th Street
Suite 1300
Denver, CO 80202
26,971.768
92.8673%
       
BNYMSCVF – Class I
1,429,053.037
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
328,479.241
22.9858%
 
University Health Inc.
111 Colchester Ave
 
257,091.881
17.9904%
S-20

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Burlington, VT 05401-1473
 
   
 
Saxon & Co
P.O. Box 94597
Cleveland, OH 44101-4597
 
174,859.623
12.2360%
 
SEI Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
 
155,945.299
10.9125%
 
Empower Trust FBO
FBO Certain Retirement Plans
8515 E Orchard Road 2T2
Greenwood Village, CO 80111
 
138,558.198
9.6958%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
82,064.677
5.7426%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington
71,676.027
5.0156%
S-21

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Blvd
Jersey City, NJ 07310-1995
   
       
BNYMSCVF – Class Y
431,434.962
Empower Trust FBO
White & Case Savings & Investment
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111
431,246.385
 
99.9563%
       
BNY Mellon Small/Mid Cap Growth Fund (BNYMSMCGF)
     
BNYMSMCGF – Class A
11,885,733.632
 
Charles Schwab & Company Inc.
211 Main St
San Francisco, CA 94105
 
1,644,114.461
13.8327%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
1,444,683.453
12.1548%
S-22

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
659,547.585
5.5491%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
617,426.816
5.1947%
       
BNYMSMCGF – Class C
1,137,681.973
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
 
296,681.398
26.0777%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
243,959.145
21.4435%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
152,407.947
13.3964%
S-23

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
140,908.184
12.3856%
 
Raymond James
Omnibus For Mutual Funds
House Acct Firm
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
65,203.549
5.7313%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th  Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
65,086.340
5.7210%
 
Charles Schwab & Company Inc.
Special Custody Acct FBO Customers
Attn Mutual Funds
211 Main St
San Francisco, CA 94105-1905
58,914.757
5.1785%
       
BNYMSMCGF – Class I
13,886,131.451
American Enterprise Investment Services
707 2nd Avenue S
2,454,626.866
17.6768%
S-24

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Minneapolis, MN 55402-2405
 
   
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
2,190,484.403
15.7746%
 
Pershing LLC
PO Box 2052
Jersey City, NJ 07303-2052
 
1,473,546.087
10.6116%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
1,318,681.996
9.4964%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
1,143,895.467
8.2377%
 
Merrill Lynch, Pierce, Fenner &
1,100,172.335
7.9228%
S-25

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E  Floor 3
Jacksonville, FL 32246-6484
 
   
 
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
 
862,022.192
6.2078%
 
UBS WM USA
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
755,807.603
5.4429%
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
744,219.875
5.3594%
S-26

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
BNYMSMCGF – Class Y
4,576,274.221
Voya Institutional Trust Co Trustee
FBO Core Market Solutions
30 Braintree Hill Office Park
Braintree, MA 02184-8747

1,783,655.482
38.9761%
 
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ 07310
 
1,511,813.680
33.0359%
 
State Street Bank and Trust as Trustee and/or Custodian
1 Lincoln Street
Boston, MA 02111-2901
609,072.822
 
13.3094%
       
BNYMSMCGF – Class Z
3,749,815.832
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
637,654.796
17.0050%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
277,594.488
7.4029%
S-27

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Jersey City, NJ 07310-1995
   
       
       
BNY Mellon Investment Funds II
     
BNY Mellon Global Emerging Markets Fund (BNYMGEMF)
     
BNYMGEMF – Class A
563,381.031
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
203,369.916
36.0981%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
88,956.239
15.7897%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
51,745.684
9.1848%
S-28

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Jersey City, NJ 07310-1995
 
   
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
45,359.014
8.0512%
 
Gerlach & Co, LLC
3800 Citigroup Center
Building B3-14
Tampa, FL 33610
 
31,375.000
5.5691%
BNYMGEMF – Class C
78,601.519
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
36,363.290
46.2628%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405

23,171.151
29.4793%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
5,130.519
6.5273%
S-29

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
BNYMGEMF – Class I
9,451,717.446
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
4,683,885.786
49.5559%
 
UBS WM USA
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
1,751,527.487
18.5313%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
1,200,720.947
12.7037%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
813,668.794
8.6087%
       
BNYMGEMF – Class Y
2,933,279.066
 
SEI Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
 
2,036,914.243
69.4415%
S-30

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Gerlach & Co, LLC
3800 Citigroup Center
Building B3-14
Tampa, FL 33610
805,696.000
27.4674%
       
       
BNY Mellon Yield Enhancement Strategy Fund (BNYMYESF)
     
BNYMYESF – Class A
26,405.989
 
RBC Capital Markets LLC
Mutual Fund Omnibus Processing
Omnibus
Attn Mutual Fund Ops Manager
250 Nicollet Mall Suite 1400
Minneapolis, MN  55401-1931
 
4,948.899
18.7416%
 
The Bank Of New York Mellon Cust
Rollover Ira FBO
Lisa S Dubin
Henderson, NV 89014-3554
 
3,086.004
11.6868%
 
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
 
2,851.174
10.7975%
S-31

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
2,067.598
7.8300%
 
BNY Mellon Corporation
MBC Investments Corporation
103 Bellevue Pkwy
Wilmington, DE 19809
 
2,000.000
7.5740%
 
The Bank Of New York Mellon Cust
Rollover Ira FBO
Ellen S Beebe
Williamstown, MA 01267-2228
 
1,805.923
6.8391%
 
Raymond James
Omnibus For Mutual Funds
House Acct
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
1,690.144
6.4006%
 
JP Morgan Securities LLC
For The Exclusive Benefit Of Our
Customers
4 Chase Metrotech Ctr
Brooklyn, NY 11245-0003
1,442.011
5.4609%
S-32

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Michael W Hatmaker
Fayetteville, PA 17222-9542
1,382.388
5.2351%
       
BNYMYESF – Class C
14,259.026
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
9,365.329
65.6800%
 
Raymond James
Omnibus For Mutual Funds
House Acct
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
2,893.697
20.2938%
 
BNY Mellon Corporation
MBC Investments Corporation
103 Bellevue Pkwy
Wilmington, DE 19809
2,000.000
14.0262%
       
BNYMYESF – Class I
1,258,867.985
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
1,081,912.896
85.9433%
S-33

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
BNYMYESF – Class Y
12,321,244.295
SEI Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
12,321,244.295
100%
       
       
BNY Mellon Investment Funds III
     
BNY Mellon Equity Income Fund (BNYMEIF)
     
BNYMEIF – Class A
11,813,848.742
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
1,031,010.375
8.7271%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
988,292.493
8.3655%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
901,590.861
7.6316%
S-34

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor  3
Jacksonville, FL 32246-6484
 
881,615.298
7.4626%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
675,489.442
5.7178%
BNYMEIF – Class C
1,437,547.476
Wells Fargo Clearing Services
2801 Market Streett
Saint Louis, MO 63103-2523
 
328,468.434
22.8492%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
232,883.404
16.2000%
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund
209,398.211
14.5664%
S-35

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Administration
4800 Deer Lake Dr E Floor  3
Jacksonville, FL 32246-6484
 
   
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
147,956.275
10.2923%
 
UBS WM USA
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
127,407.601
8.8628%
 
Raymond James
Omnibus For Mutual Funds
House Acct
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
107,246.132
7.4604%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
105,322.305
7.3265%
S-36

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
89,347.964
6.2153%
       
BNYMEIF – Class I
38,553,620.394
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
11,089,688.201
28.7643%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
5,285,304.214
13.7090%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
5,091,964.911
13.2075%
 
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
 
3,676,743.524
9.5367%
 
Merrill Lynch, Pierce, Fenner & Smith
2,728,606.438
7.0774%
S-37

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
 
   
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
 
2,646,257.063
6.8638%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
2,577,112.985
6.6845%
       
BNYMEIF – Class Y
884,675.925
Newton Investment Management North America LLC
240 Greenwich Street Floor 6
New York, NY 10007

237,357.217
26.8298%
 
DCGT As Trustee and/or Cust
FBO PLIC Various Retirement Plans
Omnibus
Attn NPIO Trade Desk
711 High Street
201,587.368
22.7866%
S-38

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Des Moines, IA 50392
 
   
 
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ 07310
 
89,928.539
10.1651%
 
Empower Financial Services Inc.
8515 E Orchard Road
Greenwood Village, CO 80111
 
87,892.442
9.9350%
 
Voya Retirement Insurance And
Annuity Company
1 Orange Way
Windsor, CT 06095-4773
 
84,517.365
9.5535%
 
State Street Bank And Trust As Trustee
and/or Custodian
(FBO) ADP Access Product
1 Lincoln St
Boston, MA 02111-2901
 
72,781.189
8.2269%
 
Ascensus Broker Dealer Services LLC
200 Dryden Rd E
67,639.221
7.6456%
S-39

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Ste 4000
Dresher, PA 19025-0003
   
       
       
BNY Mellon Global Equity Income Fund (BNYMGEIF)
     
BNYMGEIF – Class A
3,584,096.637
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
 
666,115.813
18.5853%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
371,801.836
10.3737%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
351,236.619
9.7999%
S-40

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City, NJ 07310-1995
 
342,810.861
9.5648%
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
 
335,210.618
9.3527%
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
 
327,324.047
9.1327%
 
Charles Schwab & Company Inc.
211 Main St
San Francisco, CA 94105
 
226,281.824
6.3135%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
200,461.759
5.5931%
       
BNYMGEIF – Class C
245,462.832
American Enterprise Investment Services
707 2nd Avenue S
62,799.200
25.5840%
S-41

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Minneapolis, MN 55402-2405
 
   
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
50,272.550
20.4807%
S-42

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Raymond James
Omnibus For Mutual Funds
House Acct
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102

50,031.564
20.3825%
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523

25,160.794
10.2503%
 
UBS WM USA
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761

19,618.118
7.9923%
 
Charles Schwab & Co Inc.
Special Custody Acct FBO Customers
Attn Mutual Funds
211 Main St
San Francisco, CA 94105-1905
13,762.495
5.6068%
       
BNYMGEIF – Class I
10,333,842.280
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
2,324,138.869
22.4906%
S-43

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
 
1,683,207.550
16.2883%
 
UBS WM USA
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
1,549,083.342
14.9904%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
1,431,726.883
13.8547%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
891,591.596
8.6279%
 
LPL Financial
4707 Executive
614,350.052
5.9450%
S-44

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Drive
San Diego, CA 92121-3091
 
   
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
576,913.432
5.5828%
       
BNYMGEIF – Class Y
600,335.941
Empower Financial Services Inc.
8515 E Orchard Road
Greenwood Village, CO 80111
 
285,647.534
47.5813%
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
 
261,640.167
43.5823%
 
Matrix Trust Company Trustee FBO
The James Monroe Wire & Cable Corp.
Employees' Profit-Sharing Plan
717 17th Street
37,516.679
6.2493%
S-45

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Suite 1300
Denver, CO 80202
   
       
BNY Mellon High Yield Fund (BNYMHYF)
     
BNYMHYF – Class A
16,503,231.141
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
1,814,298.956
10.9936%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City, NJ 07310-1995
 
1,415,204.933
8.5753%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
1,226,434.687
7.4315%
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
 
1,206,747.145
7.3122%
S-46

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
 
1,190,032.179
7.2109%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
1,073,482.870
6.5047%
BNYMHYF – Class C
450,292.538
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
249,048.237
55.3081%
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
 
70,806.948
15.7247%
 
Hsin Lee Lin TOD
Saint Louis, MO 63124-1983
 
30,082.144
6.6806%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds
23,518.219
5.2229%
S-47

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
   
       
BNYMHYF – Class I
73,748,534.475
SEI Private Trust Company Mutual Fund Administrator
One Freedom Valley Dr
Oaks, PA 19456
 
58,355,835.297
79.1281%
 
BNY Mellon Yield Enhancement
Strategy Fund
BNY Mellon Investment Adviser, Inc.
2 Hanson Pl Floor 11
Brooklyn, NY 11217-4717
5,230,835.494
7.0928%
       
BNY Mellon International Bond Fund (BNYMIBF)
     
BNYMIBF – Class A
1,491,802.467
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
512,616.636
34.3622%
S-48

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City, NJ 07310-1995

208,067.276
13.9474%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
125,773.319
8.4310%
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
 
122,632.046
8.2204%
 
Wells Fargo Clearing Services
2801 Market St
83,217.181
5.5783
S-49

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Saint Louis, MO 63103-2523
   
       
BNYMIBF – Class C
39,298.240
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
 
11,357.805
28.9016%
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
 
6,793.715
17.2876%
 
UBS WM USA
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
6,075.742
15.4606%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
4,965.996
12.6367%
 
Raymond James
Omnibus For
3,662.780
9.3205%
S-50

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Mutual Funds
House Acct
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
   
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
3,179.704
8.0912%
       
BNYMIBF – Class I
6,230,075.884
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4Th Fl
499 Washington Blvd
Jersey City, NJ 07310-1995
 
1,794,745.486
28.8078%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Fl 12
New York, NY 10004-1901
 
764,635.581
12.2733%
 
Reliance Trust Company
P.O. Box 78446
524,675.236
8.4217%
S-51

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Atlanta, GA 30357-8446

   
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
505,131.649
8.1080%
 
Raymond James
Omnibus For Mutual Funds
House Acct
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
496,720.470
7.9729%
 
UBS WM USA
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
374,760.490
6.0153%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco CA 94105
 
334,189.563
5.3641%
 
Springtrust
17801 Georgia Avenue
Olney, MD 20832
 
331,901.683
5.3274%
       
S-52

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
BNYMIBF – Class Y
2,468,893.639
SEI Private Trust Company
C/O Principal Financial Id 636
Attn: Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456
2,090,223.836
84.6624%
 
Wells Fargo Bank NA FBO
Omnibus Cash
P.O. Box 1533
Minneapolis, MN 55480
333,239.745
13.4975%
       
       
BNY Mellon Investment Funds III
     
BNY Mellon Bond Market Index Fund (BNYMBMIF)
     
BNYMBMIF – Class I
37,045,524.434
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
13,225,921.691
35.7018%
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
 
5,106,525.055
13.7845%
 
Charles Schwab & Company Inc.
3,268,513.646
8.8230%
S-53

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
211 Main Street
San Francisco, CA 94105
 
   
 
Mid Atlantic Clearing & Settle
1251 Waterfront Place
Suite 510
Pittsburgh, PA 15222
2,297,394.834
6.2015%
       
BNYMBMIF – Investor Shares 17,575,899.487
VALIC Retirement Services Co.
2929 Allen Parkway A6-20
Houston, TX 77019-7117
 
5,843,496.125
33.2472%
 
Talcott Resolution Life Insurance C
PO Box 5051
Hartford, CT 06102
 
3,092,721.262
17.5964%
 
Empower Financial Services Inc.
8515 E Orchard Road
Greenwood Village, CO 80111
 
1,100,772.826
6.2630%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor

 
1,052,581.195
5.9888%
S-54


Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 

499 Washington Blvd
Jersey City, NJ 07310-1995
 
1,052,581.195
5.9888%
       
BNY Mellon Floating Rate Income Fund (BNYMFRIF)
     
BNYMFRIF – Class A
3,009,202.323
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
850,753.173
28.2717%
 
American Enterprise Investment Services
707 2nd Ave S
Minneapolis, MN 55402-2405
 
673,258.227
22.3733%
 
Charles Schwab & Company Inc.
211 Main St
San Francisco, CA 94105
 
366,301.967
12.1727%
 
Wells Fargo Clearing Services
2801 Market St
365,604.927
12.1496%
S-55

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Saint Louis, MO 63103-2523
   
       
BNYMFRIF – Class C
191,383.382
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
89,568.074
46.8003%
 
Raymond James
Omnibus For Mutual Funds
House Acct
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
57,525.998
30.0580%
 
LPL Financial
4707 Executive Drive
San Diego, CA 92121-3091
 
19,038.703
9.9479%
 
American Enterprise Investment Services
707 2nd Ave S
Minneapolis, MN 55402-2405
11,728.265
6.1282%
       
BNYMFRIF – Class I
37,853,167.840
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
17,488,878.563
46.2019%
 
National Financial Services LLC For
Exclusive Benefit Of
8,925,936.713
23.5804%
S-56

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
   
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis MN 55402-2405
 
4,773,088.533
12.6095%
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
4,575,062.679
12.0863%
       
BNYMFRIF – Class Y
31,696,941.684
SEI Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
 
27,820,379.030
87.7699%
 
BNY Mellon Yield Enhancement
Strategy Fund
BNY Mellon Investment Adviser, Inc.
2 Hanson Pl Floor 11
Brooklyn, NY 11217-4717
2,540,657.975
8.0155%
S-57

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
BNY Mellon Institutional S&P 500 Stock Index Fund (BNYMISPSIF)
     
BNYMISPSIF – Class I
27,817,956.110
 
SEI Private Trust Company
1 Freedom Valley Dr
Oaks, PA 19456
 
4,139,084.565
14.8792%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City, NJ 07310-1995
 
3,123,082.147
11.2269%
 
Charles Schwab & Company Inc.
211 Main St
San Francisco, CA 94105
 
2,192,235.146
7.8806%
 
Fidelity Investments Institutional
100 Magellan Way
Covington, KY 41015-1999
 
1,777,760.824
6.3907%
 
Pershing LLC
P.O. Box 2052
1,581,367.295
5.6847%
S-58

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Jersey City, NJ 07303-2052
 
   
BNY Mellon Municipal Funds, Inc.
     
BNY Mellon AMT-Free Municipal Bond Fund (BNYMAFMBF)
     
BNYMAFMBF – Class A
33,081,638.305
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
3,148,232.211
9.5166%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th  Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
,
2,764,769.056
8.3574%
 
Charles Schwab & Company Inc.
211 Main St
2,725,921.642
8.2400%
S-59

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
San Francisco, CA 94105
 
   
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
 
2,445,729.887
7.3930%
 
Merrill Lynch
4800 Deer Lake Drive East
2nd Floor
Jacksonville, FL 32246-6484
 
2,112,513.235
6.3858%
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
 
2,080,197.297
6.2881%
 
 
BNYMAFMBF – Class C
248,573.278
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
59,190.656
23.8122%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
56,544.376
22.7476%
S-60

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E  Floor 3
Jacksonville, FL 32246-6484
 
34,989.356
14.0761%
 
Raymond James
Omnibus For Mutual Funds
House Acct
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
23,830.704
9.5870%
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
 
19,436.413
7.8192%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
18,374.756
7.3921%
S-61

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
JP Morgan Securities LLC
For The Exclusive Benefit Of Our
Customers
4 Chase Metrotech Ctr
Brooklyn, NY 11245-0003
15,316.202
6.1616%
       
BNYMAFMBF – Class I
23,966,571.365
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
4,242,601.442
17.7022%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
3,350,973.368
13.9819%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
2,548,097.676
10.6319%
 
American Enterprise Investment Services
707 2Nd Ave S
Minneapolis, MN 55402-2405
 
2,409,998.991
10.0557%
S-62

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E  Floor 3
Jacksonville, FL 32246-6484
 
2,031,874.403
8.4780%
 
Raymond James
Omnibus For Mutual Funds
House Acct Firm
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
1,872,467.348
7.8128%
 
Mac & Co
Attn: Mutual Fund Operations
500 Grant St Rm 151-1010
Pittsburgh, PA 15219-2502
 
1,868,614.353
7.7968%
 
UBS Wm Usa
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
1,453,860.555
6.0662%
S-63

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
1,198,835.903
5.0021%
BNYMAFMBF – Class Y
7,340,533.529
 
JP Morgan Securities LLC
For The Exclusive Benefit Of Our
Customers
4 Chase Metrotech Ctr
Brooklyn, NY 11245-0003
7,286,349.467
99.2619%
       
BNYMAFMBF – Class Z
74,588,344.465
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4Th  Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
5,782,165.978
7.7521%
 
Charles Schwab & Company Inc.
211 Main St
San Francisco, CA
4,986,768.848
6.6857%
S-64

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
94105
 
   
       
BNY Mellon High Yield Municipal Bond Fund (BNYMHYMBF)
     
BNYMHYMBF – Class A
5,583,007.107
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
1,860,422.213
33.3229%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
836,397.137
14.9811%
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
 
597,216.950
10.6970%
S-65

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
 
452,919.204
8.1125%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City, NJ 07310-1995
 
339,765.490
6.0857%
BNYMHYMBF – Class C
404,032.300
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
 
114,377.660
28.3090%
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
 
87,312.898
21.6104%
 
Raymond James
Omnibus For Mutual Funds
House Acct
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
64,868.691
16.0553%
S-66

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
40,891.772
10.1209%
 
UBS Wm Usa
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
31,502.998
7.7971%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
22,109.576
5.4722%
       
BNYMHYMBF – Class I
8,737,237.885
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
2,807,674.259
32.1346%
 
Charles Schwab & Company Inc.
211 Main Street
1,672,967.254
19.1476%
S-67

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
San Francisco, CA 94105
 
   
 
Raymond James
Omnibus For Mutual Funds
House Acct
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
1,032,052.687
11.8121%
 
UBS Wm Usa
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
805,354.145
9.2175%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
777,287.558
8.8963%
       
BNYMHYMBF – Class Y
62,760.173
 
JP Morgan Securities LLC
For The Exclusive Benefit Of Our
Customers
4 Chase Metrotech Ctr
Brooklyn, NY 11245-0003
 
55,403.190
88.2776%
 
Edward D Jones & Co
7,270.702
11.5849%
S-68

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
For The Benefit Of Customers
12555 Manchester Rd
Saint Louis, MO 63131-3710
   
       
BNYMHYMBF – Class Z
2,955,021.428
Norman V Hoesly &
Nancy M Hoesly JTWROS
Cambridge, IL 61238-9271
 
230,707.515
7.8073%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
182,100.818
6.1624%
 
Charles F Fromme Jr &
Christine Fromme JT TEN
Queens Village, NY 11428-1472
176,954.807
5.9883%
       
       
BNY Mellon Stock Funds
     
BNY Mellon International Core Equity Fund (BNYMICEF)
     
BNYMICEF – Class A
1,073,428.394
National Financial Services LLC For
Exclusive Benefit Of
154,464.889
14.3899%
S-69

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Our Customers
Attn Mutual Funds Dept 4th  Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
   
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E  Floor 3
Jacksonville, FL 32246-6484
 
92,667.436
8.6328%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
66,729.067
6.2164%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza   Floor 12
New York, NY 10004-1901
57,062.948
5.3160%
       
BNYMICEF – Class C
American Enterprise Investment Services
5,169.967
50.8408%
S-70

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
10,168.927
707 2nd Ave S
Minneapolis, MN 55402-2405
 
   
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
1,429.171
14.0543%
 
JP Morgan Securities LLC
For The Exclusive Benefit Of Our
Customers
4 Chase Metrotech Ctr
Brooklyn, NY 11245-0003
 
1,394.230
13.7107%
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
 
1,308.931
12.8719%
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
 
719.300
7.0735%
BNYMICEF – Class I
1,231,938.578
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
262,268.465
21.2891%
 
Empower Financial Services Inc.
181,459.206
14.7296%
S-71

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
8515 E Orchard Road
Greenwood Village, CO 80111
 
   
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995

171,229.234
13.8992%
 
Newton Investment Management North America LLC
240 Greenwich St Floor 6 Tax Room
New York, NY 10007
 
82,292.793
6.6799%
 
LPL Financial
4707 Executive Dr
San Diego, CA 92121-3091
 
76,073.890
6.1751%
BNYMICEF – Class Y
11,745.134
DCGT As Trustee and/or Cust
FBO PLIC Various Retirement Plans
Omnibus
Attn NPIO Trade Desk
711 High Street
8,776.049
74.7207%
S-72

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Des Moines, IA  50392
 
   
 
National Financial Services LLC
499 Washington Blvd
Jersey City, NJ 07310
 
2,775.489
23.6310%
       
BNY Mellon Strategic Funds, Inc.
     
BNY Mellon Active MidCap Fund (BNYMAMCF)
     
BNYMAMCF – Class A
7,018,378.236
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
578,051.823
8.2363%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
508,936.853
7.2515%
       
BNYMAMCF – Class C
Pershing LLC
P.O. Box 2052
3,446.831
33.3973%
S-73

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
10,320.689
 
Jersey City, NJ 07303-2052
 
   
 
Matrix Trust Company As Agent For
Datapath Financial Services
717 17th Street
Suite 1300
Denver, CO 80202
 
1,636.496
15.8565%
 
UBS WM USA
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
 
1,012.159
9.8071%
 
American Enterprise Investment Services
707 2Nd Ave S
Minneapolis, MN 55402-2405
 
920.309
8.9171%
 
JP Morgan Securities LLC
For The Exclusive Benefit Of Our
Customers
4 Chase Metrotech Ctr
Brooklyn, NY 11245-0003
 
918.784
8.9024%
S-74

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Charles Schwab & Company Inc.
Special Custody Acct FBO Customers
Attn Mutual Funds
211 Main St
San Francisco, CA 94105-1905
 
813.935
7.8864%
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
701.003
6.7922%
       
BNYMAMCF – Class I
457,608.643
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
152,265.860
33.2743%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
92,425.949
20.1976%
 
Charles Schwab & Company Inc.
211 Main St
San Francisco, CA 94105
 
42,484.150
9.2839%
 
Wells Fargo Clearing Services
2801 Market St
Saint Louis, MO 63103-2523
 
32,147.638
7.0251%
S-75

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
31,824.059
6.9544%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Fl 12
New York, NY 10004-1901
25,112.837
5.4878%
       
BNYMAMCF – Class Y
5,897.432
 
Joseph Chido Trustee
City Of Providence 457 DCP
8515 E Orchard Rd 2T2
Greenwood Village, CO 80111
5,800.851
 
98.3623%
       
       
BNY Mellon Global Stock Fund (BNYMGSF)
     
S-76

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
BNYMGSF – Class A
1,381,320.889
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
176,500.313
12.7776%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
148,471.104
10.7485%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
126,584.117
9.1640%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City, NJ 07310-1995
 
92,738.427
6.7137%
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
 
84,974.248
6.1517%
 
Morgan Stanley Smith Barney LLC
For The Exclusive
84,586.682
6.1236%
S-77

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
   
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E Floor 3
Jacksonville, FL 32246-6484
81,925.512
5.9310%
       
BNYMGSF – Class C
54,362.462
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
 
19,661.420
36.1673%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
16,278.869
29.9451%
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
 
8,828.346
16.2398%
S-78

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City, NJ 07310-1995
5,167.449
9.5055%
       
BNYMGSF – Class I
23,614,388.083
 
MAC & Co Mutual Fund Operations
P.O. Box 3198
Pittsburgh, PA 15230-3198

6,526,312.631
27.6370%
 
SEI Private Trust Company
1 Freedom Valley Dr
Oaks, PA 19456
 
4,481,293.475
18.9770%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
3,948,013.298
16.7187%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Fl
499 Washington Blvd
Jersey City, NJ 07310-1995
 
2,556,913.777
10.8278%
S-79

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
1,681,030.767
7.1187%
BNYMGSF – Class Y
10,685,635.364
 
TIAA Trust, N.A. As Cust/Trustee
Of Retirement Plans
Attn: Fund Operations
8500 Andrew Carnegie Blvd.
Charlotte, NC 28262-8500
 
5,637,383.270
52.7567%
 
Sei Private Trust
Mutual Fund Administrator
One Freedom Valley Drive
Oaks, PA 19456-9989
 
3,812,570.633
35.6794%
 
CAPINCO C/O US Bank NA
1555 N Rivercenter Dr Ste 302
Milwaukee, WI 53212
828,703.905
7.7553%
       
BNY Mellon International Stock Fund (BNYMISF)
     
S-80

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
BNYMISF – Class A
2,189,209.572
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza,  Floor 12
New York, NY 10004-1901
 
499,951.307
22.8371%
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
344,849.216
15.7522%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
272,852.591
12.4635%
 
MSCS Financial Services LLC
717 17th Street
Suite 1300
Denver, CO 80202
 
201,990.378
9.2266%
 
Merrill Lynch, Pierce, Fenner & Smith
For The Sole Benefit
119,972.912
5.4802%
S-81

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Of Its Customers
Attn Fund Administration
4800 Deer Lake Dr E,  Floor 3
Jacksonville, FL 32246-6484
 
   
BNYMISF – Class C
242,730.674
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza  Floor 12
New York, NY 10004-1901
 
151,365.524
62.3595%
 
Wells Fargo Clearing Services
2801 Market Street
Saint Louis, MO 63103-2523
 
44,970.745
18.5270%
 
Raymond James
Omnibus For Mutual Funds
House Acct
880 Carillon Pkwy
Saint Petersburg, FL 33716-1102
 
16,929.104
6.9744%
 
American Enterprise Investment Services
707 2nd Avenue S
Minneapolis, MN 55402-2405
12,246.877
5.0455%
S-82

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
BNYMISF – Class I
120,901,021.697
 
National Financial Services LLC For
Exclusive Benefit Of Our Customers
Attn Mutual Funds Dept., 4th Floor
499 Washington Blvd
Jersey City, NJ 07310-1995
 
35,318,418.822
29.2127%
 
Charles Schwab & Company Inc.
211 Main Street
San Francisco, CA 94105
 
18,797,783.877
15.5481%
 
Morgan Stanley Smith Barney LLC
For The Exclusive Benefit Of Its
Customers
1 New York Plaza,  Floor 12
New York, NY 10004-1901
 
18,094,716.781
14.9666%
 
Pershing LLC
P.O. Box 2052
Jersey City, NJ 07303-2052
 
8,054,952.201
6.6624%
 
Sei Private Trust
Mutual Fund Administrator
One Freedom Valley
6,954,301.630
5.7521%
S-83

Name of Fund/Series/Class and Number of Shares Outstanding
 
Name and Address of
Beneficial Owner
 
Number of Shares Owned
 
Percent of Shares Held
 
 
Drive
Oaks, PA 19456-9989

   
 
UBS Wm Usa
Spec Custody A/C Exl Ben Customers
Of UBSFSI
1000 Harbor Blvd
Weehawken, NJ 07086-6761
6,208,521.295
5.1352%
       
BNYMISF – Class Y
91,215,594.844
 
SEI Private Trust Company
1 Freedom Valley Dr
Oaks, PA 19456
 
60,982,131.169
66.8549%
 
Edward D Jones & Co.
For The Benefit Of Customers
12555 Manchester Rd
Saint Louis, MO 63131-3710
 
8,771,498.630
9.6162%
 
National Financial Services
82 Devonshire Street
Boston, MA 02109-3605
 
7,051,036.172
7.7301%
 
MSCS Financial Services LLC
717 17th Street
Suite 1300
Denver, CO 80202
6,806,460.573
7.4619%
S-84


SCHEDULE 3

 
 
 
Name of Fund/Series

Date of Audit Committee and Board Meeting to Approve/Ratify EY or KPMG (as indicated)
BNY Mellon Absolute Insight Funds, Inc. (EY)
 
BNYMCPF
03/6/2025
   
BNY Mellon California AMT-Free Municipal Bond Fund, Inc. (EY)
05/7/2025
   
BNY Mellon Intermediate Municipal Bond Fund, Inc. (EY)
05/7/2025
   
BNY Mellon Investment Funds I (KPMG)
 
BNYMGFIF
11/12/2024
BNYMIEF
11/12/2024
BNYMSCVF
11/12/2024
BNYMSMCGF
11/12/2024
   
BNY Mellon Investment Funds II, Inc. (KPMG)
 
BNYMGEMF
11/12/2024
BNYMYESF
11/12/2024
   
BNY Mellon Investment Funds III (KPMG)
 
BNYMEIF
05/22/2025
BNYMGEIF
11/12/2024
BNYMHYF
11/12/2024
BNYMIBF
11/12/2024
   
BNY Mellon Investment Funds IV, Inc. (KPMG)
 
BNYMBMIF
11/12/2024
BNYMFRIF
11/12/2024
BNYMISPSIF
11/12/2024
S-85

   
BNY Mellon Municipal Funds, Inc. (EY)
 
BNYMAFMBF
08/6/2024
BNYMHYMBF
08/6/2024
   
BNY Mellon Stock Funds (EY)
 
BNYMICEF
08/6/2024
   
BNY Mellon Strategic Funds, Inc. (EY)
 
BNYMAMCF
11/5/2024
BNYMGSF
11/5/2024
BNYMISF
11/5/2024

SCHEDULE 4
The following is the estimated cost of preparing, printing, and mailing this combined proxy statement and the attached Notice of Special Meeting of Shareholders and the accompanying proxy card(s), as well as the costs associated with the proxy solicitation.
 
Name of Fund/Series
Cost
BNY Mellon Absolute Insight Funds, Inc.
 
BNYMCPF
$87,938
   
BNY Mellon California AMT-Free Municipal Bond Fund, Inc.
$25,649
   
BNY Mellon Intermediate Municipal Bond Fund, Inc.
$21,385
   
BNY Mellon Investment Funds I
 
BNYMGFIF
$98,782
BNYMIEF
$11,365
BNYMSCVF
$5,201
BNYMSMCGF
$44,939
   
BNY Mellon Investment Funds II, Inc.
 
BNYMGEMF
$13,347
S-86

BNYMYESF
$8,906
   
BNY Mellon Investment Funds III
 
BNYMEIF
$50,232
BNYMGEIF
$9,609
BNYMHYF
$24,072
BNYMIBF
$6,900
   
BNY Mellon Investment Funds IV, Inc.
 
BNYMBMIF
$22,500
BNYMFRIF
$25,420
BNYMISPSIF
$55,777
   
BNY Mellon Municipal Funds, Inc.
 
BNYMAFMBF
$91,474
BNYMHYMBF
$9,318
   
BNY Mellon Stock Funds
 
BNYMICEF
$6,100
   
BNY Mellon Strategic Funds, Inc.
 
BNYMAMCF
$46,590
BNYMGSF
$45,863
BNYMISF
$146,829

S-87

EXHIBIT A
PART I
Part I sets forth information regarding the Continuing Board Member of each Fund, Board and committee meetings and share ownership.
Information About the Continuing Board Member's Experience, Qualifications, Attributes or Skills.  The Continuing Board Member of each Fund, together with information as to his position with the Fund, principal occupation and other board memberships for the past five years, are shown below.  The address of the Continuing Board Member is 240 Greenwich Street, New York, New York 10286.
     
Name (Year of Birth) of Continuing Board Member
Position with Funds (Since)
Principal Occupation
During Past 5 Years
 
Other Public Company Board Memberships During Past 5 Years
Joseph S. DiMartino (1943)
Chairman of the Board
BNYMAIF (2015)
BNYMCAFMBF (1995)
BNYMIMBF (1995)
BNYMMF (1995)
BNYMSF (2003)
BNYMSFI (1995)
BNYMIFI (2008)
BNYMIFII (2013)
BNYMIFIII (1999)
BNYMIFIV (1999)
 
 
Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as listed herein)
CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997 – May 2023)
Mr. DiMartino has been a BNY Mellon Family of Funds Board member for over 25 years.  Additional information about Mr. DiMartino follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes and/or skills that Mr. DiMartino possesses which the Board believes has prepared him to be an effective Board member.
Joseph S. DiMartinoMr. DiMartino has been the Chairman of the Board of the funds in the BNY Mellon Family of Funds for over 25 years.  From 1971 through 1994, Mr. DiMartino served in various roles as an employee of The Dreyfus
A-1


Corporation (prior to its acquisition by a predecessor of BNY in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a director.  He ceased being an employee or director of The Dreyfus Corporation by the end of 1994.  From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies.  From 1986 to 2010, Mr. DiMartino served as a Director of the Muscular Dystrophy Association.
Advisory Board Member of BNYMAIF, BNYMCAFMBF, BNYMIMBF, BNYMMF, BNYMSF and BNYMSFI
Gordon J. Davis – Mr. Davis is a partner in the law firm of Venable LLP where his practice focuses on complex real estate, land use development and related environmental matters; state and municipal authorities and financings; and cultural and not-for-profit organizations.  Prior to joining the firm in 2012, Mr. Davis served as a partner in the law firm of Dewey & LeBoeuf LLP from 1994 until 2012.  Mr. Davis also served as a Commissioner and member of the New York City Planning Commission, and as Commissioner of Parks and Recreation for the City of New York.  Mr. Davis was a co-founder of the Central Park Conservancy and the founding Chairman of Jazz at the Lincoln Center for the Performing Arts in New York City.  He has also served as President of Lincoln Center.  Mr. Davis also served on the board of The Dreyfus Corporation (prior to its acquisition by a predecessor of BNY in August 1994 and related management changes).  He served as a Board member of the Fund until August 2021, and as an emeritus Board member until October 31, 2021.  He also served as a Director of Consolidated Edison, Inc., a utility company, and The Phoenix Companies, Inc., a life insurance company.
Nominees' and the Continuing Board Members' Ownership of Fund Shares.  The table below indicates the dollar range of the Nominees' and the Continuing Board Members' ownership of shares of each Fund and shares of funds in the BNY Mellon Family of Funds in the aggregate, in each case as of December 31, 2024.
Fund
Joseph S.
DiMartino
Joan L.
Gulley
Alan H.
Howard
Robin A.
Melvin
Burton N. Wallack
Benaree Pratt Wiley
             
BNYMAFMBF
None
None
None
None
None
None
BNYMAMCF
None
None
None
None
None
None
BNYMCPF
None
None
None
None
None
None
A-2

Fund
Joseph S.
DiMartino
Joan L.
Gulley
Alan H.
Howard
Robin A.
Melvin
Burton N. Wallack
Benaree Pratt Wiley
BNYMCAFMBF
None
None
None
None
None
None
BNYMGSF
None
$50,001 –
$100,000
None
None
None
None
BNYMHYMBF
None
$50,001 –
$100,000
None
None
None
None
BNYMICEF
None
None
None
None
None
None
BNYMIEF
None
None
None
None
None
None
BNYMIMBF
None
None
None
None
None
None
BNYMISF
None
Over
$100,000
None
None
None
None
BNYMGFIF
None
None
None
None
None
None
BNYMSCVF
None
None
None
None
None
None
BNYMSMCGF
None
None
None
None
None
None
BNYMGEMF
None
None
None
None
None
None
BNYMYESF
None
None
None
None
None
None
BNYMEIF
None
None
None
None
None
None
BNYMHYF
None
None
None
None
None
None
BNYMIBF
None
None
None
None
None
None
BNYMBMIF
None
None
None
None
None
None
BNYMFRIF
None
None
None
None
None
None
BNYMISPSIF
None
None
None
None
None
None
           
None
Aggregate holdings of funds in the BNY Mellon Family of Funds
Over
$100,000
Over
$100,000
Over
$100,000
$10,001 – $50,000
None
$50,001 – $100,000

A-3


Fund
Francine J. Bovich
Andrew J. Donohue
Bradley J. Skapyak
Roslyn M. Watson
         
BNYMAFMBF
None
None
None
None
BNYMAMCF
None
None
None
None
BNYMCPF
None
None
None
None
BNYMCAFMBF
None
None
None
None
BNYMGSF
None
None
None
None
BNYMHYMBF
None
None
None
None
BNYMICEF
None
None
None
None
BNYMIEF
None
None
None
None
BNYMIMBF
None
None
None
None
BNYMISF
None
None
None
None
BNYMGFIF
None
None
$10,001 - $50,000
None
BNYMSCVF
None
None
$10,001 - $50,000
None
BNYMSMCGF
None
None
$10,001 - $50,000
None
BNYMGEMF
None
None
$10,001 - $50,000
None
BNYMYESF
None
None
None
None
BNYMEIF
None
None
$10,001 - $50,000
None
BNYMGEIF
None
None
$10,001 - $50,000
None
BNYMHYF
None
None
None
None
BNYMIBF
None
None
None
None
BNYMBMIF
None
None
None
None
BNYMFRIF
None
None
$1 - $10,000
None
BNYMISPSIF
None
None
None
None
A-4

Fund
Francine J. Bovich
Andrew J. Donohue
Bradley J. Skapyak
Roslyn M. Watson
Aggregate holdings of funds in the BNY Mellon Family of Funds
$50,001 - $100,000
Over $100,000
Over $100,000
$10,001 - $50,000

As of August 22, 2025, none of the Nominees or the Continuing Board Members or their immediate family members owned securities of the Investment Adviser or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with the Investment Adviser.
A-5


INFORMATION PERTAINING TO THE BOARD OF EACH FUND
The Funds do not have a formal policy regarding Board members' attendance at meetings of shareholders.  The Board members did not attend each Fund's most recent shareholder meeting (as applicable).
The Continuing Board Members and the Nominees of each Fund (who were Board members at the time) attended at least 75% of the meetings of the Boards and committees of which they were a member held in the last fiscal year.
Each Board's audit, nominating, compensation and litigation committees met during the Funds' last fiscal years as indicated below:
A-6


Fund
Audit
Nominating
Compensation
Litigation
         
BNYMAIF
4
0
0
0
BNYMCAFMBF
4
0
1
0
BNYMIMBF
4
0
1
0
BNYMIFI (9/30 fiscal year end)
3
0
1
0
BNYMIFI (12/31 fiscal year end)
3
0
1
0
BNYMIFII
2
0
0
0
BNYMIFIII (5/31 fiscal year end)
3
0
0
0
BNYMIFIII (10/31 fiscal year end)
2
0
0
0
BNYMIFIII (12/31 fiscal year end)
3
0
1
0
BNYMIFIV (8/31 fiscal year end)
3
0
1
0
BNYMIFIV (10/31 fiscal year end)
2
0
0
0
BNYMMF
4
0
1
0
BNYMSF
4
0
1
0
BNYMSFI (11/30 fiscal year end)
4
0
1
0
BNYMSFI (12/31 fiscal year end)
4
0
1
0


Compensation Table.  The amount of compensation paid each Fund, as applicable, to the Continuing Board Member and advisory Board member, as applicable, for the Fund's last fiscal year, and the aggregate amount of compensation paid to such Continuing Board Member and advisory Board member by all funds in the BNY Mellon Family of Funds for which the Continuing Board Member or advisory Board member was a Board member or advisory Board member, respectively, during 2024, was as follows:
A-7


Name of Continuing Board Member and Fund
Compensation
from each Fund*
Aggregate Compensation from each Fund and Fund Complex Paid to Continuing Board Member (**)
     
Joseph S. DiMartino
   
BNYMAIF
$21,115
 
BNYMCAFMBF
$8,351
 
BNYMIMBF
$5,867
 
BNYMIFI (9/30 fiscal year end)
$46,952
 
BNYMIFI (12/31 fiscal year end)
$55,278
 
BNYMIFII
$13,158
 
BNYMIFIII (5/31 fiscal year end)
$18,452
 
BNYMIFIII (10/31 fiscal year end)
$8,267
 
BNYMIFIII (12/31 fiscal year end)
$12,232
 
BNYMIFIV (8/31 fiscal year end)
$16,556
 
BNYMIFIV (10/31 fiscal year end)
$47,891
 
BNYMMF
$25,112
 
BNYMSF
$1,932
 
BNYMSFI (11/30 fiscal year end)
$99,306
 
BNYMSFI (12/31 fiscal year end)
$6,379
 
   
$1,090,000 (86)
     
A-8


     
Name of Advisory Board Member and Fund
Compensation
from each Fund*
Aggregate Compensation from each Fund and Fund Complex Paid to Advisory Board Member (**)
     
Gordon J. Davis
   
BNYMAIF
$16,724
 
BNYMCAFMBF
$6,595
 
BNYMIMBF
$4,588
 
BNYMMF
$19,650
 
BNYMSF
$1,519
 
BNYMSFI (11/30 fiscal year end)
$78,042
 
BNYMSFI (12/31 fiscal year end)
$5,016
 
   
$425,200 (39)
     
     
_______________________
*  Amounts shown do not include expenses reimbursed to Board members, including the Continuing Board Member of each Fund, for attending Board meetings.  Amounts shown also do not include the costs of office space, office supplies and secretarial services, which are paid by the Funds (allocated among the funds in the BNY Mellon Family of Funds based on net assets), which, in 2024, for the Funds ranged from $6 to $6,666 ($29,945 for all Funds).
** Represents the number of separate portfolios comprising the investment companies in the fund complex, including the Funds, for which the Continuing Board Member or advisory Board member served as a Board member or advisory Board member, respectively, in 2024.
  Mr. Davis became an advisory Board member of the funds on November 1, 2021 and receives compensation from the Funds for attending board meetings in an advisory role.
A-9


PART II
Part II sets forth information regarding the officers of the Funds.  Each officer of the Funds holds office for an indefinite term until the officer's successor is elected and has qualified.
Name and Position
with Funds (Since)1

Age
Principal Occupation and
Business Experience For
Past Five Years
DAVID DIPETRILLO
President (2019)2
47
Vice President and Director of the Investment Adviser since February 2021; Head of North America Distribution, BNY Investments since February 2023; and Head of North America Product, BNY Investments from January 2018 to February 2023.  He is an officer of 46 investment companies (comprised of 86 portfolios) managed by the Investment Adviser.
JAMES WINDELS
Treasurer (2001)
66
Director of the Investment Adviser since February 2023; Vice President of the Investment Adviser since September 2020; and Director – BNY Fund Administration.  He is an officer of 47 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
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Name and Position
with Funds (Since)1

Age
Principal Occupation and
Business Experience For
Past Five Years
PETER M. SULLIVAN
Chief Legal Officer, Vice President and
Assistant Secretary (2019)3
57
Chief Legal Officer of the Investment Adviser and Associate General Counsel of BNY since July 2021; Senior Managing Counsel of BNY from December 2020 to July 2021; and Managing Counsel of BNY from March 2009 to December 2020.  He is an officer of 47 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
SARAH S. KELLEHER
Vice President and Secretary (2014)4
49
Vice President of BNY Mellon ETF Investment Adviser, LLC since February 2020; Senior Managing Counsel of BNY since September 2021; and Managing Counsel of BNY from December 2017 to September 2021.  She is an officer of 47 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
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Name and Position
with Funds (Since)1

Age
Principal Occupation and
Business Experience For
Past Five Years
DEIRDRE CUNNANE
Vice President and Assistant Secretary (2019)
35
Managing Counsel of BNY since December 2021; and Counsel of BNY from August 2018 to December 2021.  She is an officer of 47 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
LISA M. KING
Vice President and Assistant Secretary (2024)
57
Counsel of BNY since June 2023; and Regulatory Administration Group Manager at BNY Mellon Asset Servicing from February 2016 to June 2023.  She is an officer of 47 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JEFF S. PRUSNOFSKY
Vice President and Assistant Secretary (2005)
60
Senior Managing Counsel of BNY.  He is an officer of 47 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
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Name and Position
with Funds (Since)1

Age
Principal Occupation and
Business Experience For
Past Five Years
AMANDA QUINN
Vice President and Assistant Secretary (2020)
40
Managing Counsel of BNY since March 2024; and Counsel of BNY from June 2019 to February 2024.  She is an officer of 47 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
DANIEL GOLDSTEIN
Vice President (2022)
56
Head of Product Development of North America Distribution, BNY Investments since January 2018; Executive Vice President of North America Product, BNY Investments since April 2023; and Senior Vice President, Development & Oversight of North America Product, BNY Investments from 2010 to March 2023.  He is an officer of 46 investment companies (comprised of 86 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
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Name and Position
with Funds (Since)1

Age
Principal Occupation and
Business Experience For
Past Five Years
JOSEPH MARTELLA
Vice President (2022)
48
Vice President of the Investment Adviser since December 2022; Head of Product Management of North America Distribution, BNY Investments since January 2018; Executive Vice President of North America Product, BNY Investments since April 2023; and Senior Vice President of North America Product, BNY Investments from 2010 to March 2023.  He is an officer of 46 investment companies (comprised of 86 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
ROBERTO G. MAZZEO
Assistant Treasurer (2024)
44
Financial Reporting Manager – BNY Fund Administration.  He is an officer of 47 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
GAVIN C. REILLY
Assistant Treasurer (2005)
56
Tax Manager – BNY Fund Administration.  He is an officer of 47 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
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Name and Position
with Funds (Since)1

Age
Principal Occupation and
Business Experience For
Past Five Years
ROBERT SALVIOLO
Assistant Treasurer (2007)
58
Senior Accounting Manager – BNY Fund Administration.  He is an officer of 47 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
ROBERT SVAGNA
Assistant Treasurer (2002)
58
Senior Accounting Manager – BNY Fund Administration.  He is an officer of 47 investment companies (comprised of 103 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JOSEPH W. CONNOLLY
Chief Compliance Officer (2004)
68
Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance Officer of the Investment Adviser from 2004 until June 2021.  He is Chief Compliance Officer of 45 investment companies (comprised of 89 portfolios) managed by the Investment Adviser.
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Name and Position
with Funds (Since)1

Age
Principal Occupation and
Business Experience For
Past Five Years
CARIDAD M. CAROSELLA
Anti-Money Laundering Compliance Officer (2016)
56
Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust.  She is an officer of 41 investment companies (comprised of 97 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
________________
1
With respect to BNYMAIF, each officer has held his or her respective position with the fund since 2014, except for Messrs. DiPetrillo, Goldstein, Martella, Mazzeo and Sullivan, and Mses. Carosella, Cunnane and Quinn, whose dates are as shown above.  With respect to BNYMIFI, each officer has held his or her respective position since 2008, except for Messrs. DiPetrillo, Goldstein, Martella and Sullivan and Mses. Carosella, Cunnane, Kelleher and Quinn whose dates are as shown above.  With respect to BNYMIFII, each officer has held his or her respective since 2013, except for Messrs. DiPetrillo, Goldstein, Martella and Sullivan and Mses. Carosella, Cunnane, Kelleher and Quinn, whose dates are as shown above.
2
President since January 2021; previously, Vice President.
3
Chief Legal Officer since July 2021.
4
Secretary since April 2024; previously, Assistant Secretary.

Each officer serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal.  The address of each officer of the Funds is 240 Greenwich Street, New York, New York 10286.
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EXHIBIT B
THE BNY MELLON FAMILY OF FUNDS
Nominating Committee Charter and Procedures

Organization
The Nominating Committee (the "Committee") of each fund in the BNY Mellon Family of Funds (each, the "Fund") shall be composed solely of Directors/Trustees ("Directors") who are not "interested persons" (as defined in Section 2(a)(19) of the Investment Company Act of 1940, as amended (the "1940 Act")) of the Fund ("Independent Directors").  The Board of Directors of the Fund (the "Board") shall select the members of the Committee and shall designate the Chairperson of the Committee.
Responsibilities
The Committee shall select and nominate persons for election or appointment by the Board as Directors of the Fund and as Advisory Board Members (as defined below) of the Fund.
Evaluation of Potential Nominees
The Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties.  In evaluating potential Director nominees (including any nominees recommended by shareholders as provided below) in light of this standard, and to address certain legal and other requirements and considerations associated with composition of the Board, the Committee shall consider, among other factors it may deem relevant:
the character and integrity of the person;
whether or not the person is qualified under applicable laws and regulations to serve as a Director of the Fund;
whether or not the person has any relationships that might impair his or her service on the Board;
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whether nomination of the person would be consistent with Fund policy and applicable laws and regulations regarding the number and percentage of Independent Directors on the Board;
whether or not the person serves on boards of, or is otherwise affiliated with, competing financial service organizations or their related fund complexes;
whether or not the person is willing to serve and is willing and able to commit the time necessary for the performance of the duties and responsibilities of a Director of the Fund; and
the educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the Board) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.
In addition, the Committee may consider whether a potential nominee's professional experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes.  Such considerations will vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications relative to diversity considerations.

While the Committee is solely responsible for the selection and nomination of Directors and Advisory Board Members, the Committee may consider nominees for Independent Director recommended by Fund shareholders.  The Committee will consider recommendations for nominees from shareholders sent to the Secretary of the Fund, c/o BNY Mellon Investment Adviser, Inc. Legal Department, 240 Greenwich Street, 18th Floor, New York, New York  10286.  A nomination submission must include all information relating to the recommended nominee that is required to be disclosed in solicitations or proxy statements for the election of Directors, as well as information sufficient to evaluate the factors listed above.  Nomination submissions must be accompanied by a written consent of the individual to stand for election if nominated by the Board and to serve if elected by the shareholders, and such additional information must be provided regarding the recommended nominee as reasonably requested by the Committee.
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The Committee shall have the authority to retain and terminate any search firm or other consultant to be used to identify and/or conduct a background check with respect to Independent Director and/or Advisory Board Member candidates, including the authority to approve its fees and other retention terms.  The Committee is empowered to cause the Fund to pay the compensation of any search firm or other consultant engaged by the Committee.
Nomination of Directors
After a determination by the Committee that a person should be selected and nominated as a Director of the Fund, the Committee shall present its recommendation to the full Board for its consideration.
Advisory Board Members
The Committee may from time to time propose nominations of one or more individuals to serve as members of an "advisory board," as such term is defined in Section 2(a)(1) of the 1940 Act ("Advisory Board Members").  An individual shall be eligible to serve as an Advisory Board Member only if that individual meets the requirements to be an Independent Director (subject to the Committee's evaluation of the factors set forth above for consideration of potential Director nominees) and does not otherwise serve the Fund in any other capacity.  An Advisory Board Member shall not have voting rights with respect to matters pertaining to the Fund.  Any Advisory Board Member shall serve at the pleasure of the Board and may be removed, at any time, with or without cause, by the Board.  An Advisory Board Member subsequently may be appointed as an Independent Director, or nominated and elected as an Independent Director, at which time he or she shall cease to be an Advisory Board Member.  Any Advisory Board Member may resign at any time.
Review of Charter and Procedures
The Committee shall review the charter and procedures from time to time, as it considers appropriate.
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