0000818972-21-000005.txt : 20211124 0000818972-21-000005.hdr.sgml : 20211124 20211124075524 ACCESSION NUMBER: 0000818972-21-000005 CONFORMED SUBMISSION TYPE: N-CSR PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 20210930 FILED AS OF DATE: 20211124 DATE AS OF CHANGE: 20211124 EFFECTIVENESS DATE: 20211124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BNY MELLON STRATEGIC MUNICIPALS, INC. CENTRAL INDEX KEY: 0000818972 IRS NUMBER: 133426554 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: N-CSR SEC ACT: 1940 Act SEC FILE NUMBER: 811-05245 FILM NUMBER: 211441270 BUSINESS ADDRESS: STREET 1: C/O BNY MELLON INVESTMENT ADVISER, INC. STREET 2: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 BUSINESS PHONE: 2129226400 MAIL ADDRESS: STREET 1: C/O BNY MELLON INVESTMENT ADVISER, INC. STREET 2: 240 GREENWICH STREET CITY: NEW YORK STATE: NY ZIP: 10286 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS STRATEGIC MUNICIPALS, INC. DATE OF NAME CHANGE: 20181030 FORMER COMPANY: FORMER CONFORMED NAME: DREYFUS STRATEGIC MUNICIPALS INC DATE OF NAME CHANGE: 19920703 N-CSR 1 lp1-853.htm ANNUAL REPORT

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-CSR

CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES

Investment Company Act file number 811-05245
   
  BNY Mellon Strategic Municipals, Inc.  
  (Exact name of Registrant as specified in charter)  
     
 

 

c/o BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, New York 10286

 
  (Address of principal executive offices)        (Zip code)  
     
 

Deirdre Cunnane, Esq.

240 Greenwich Street

New York, New York 10286

 
  (Name and address of agent for service)  
 
Registrant's telephone number, including area code:   (212) 922-6400
   

Date of fiscal year end:

 

09/30  
Date of reporting period:

09/30/2021

 

 

 

 
             

 

 
 

FORM N-CSR

Item 1. Reports to Stockholders.

 

 

BNY Mellon Strategic Municipals, Inc.

 

ANNUAL REPORT

September 30, 2021

 

 

 

BNY Mellon Strategic Municipals, Inc.

Protecting Your Privacy
Our Pledge to You

THE FUND IS COMMITTED TO YOUR PRIVACY. On this page, you will find the fund’s policies and practices for collecting, disclosing, and safeguarding “nonpublic personal information,” which may include financial or other customer information. These policies apply to individuals who purchase fund shares for personal, family, or household purposes, or have done so in the past. This notification replaces all previous statements of the fund’s consumer privacy policy, and may be amended at any time. We’ll keep you informed of changes as required by law.

YOUR ACCOUNT IS PROVIDED IN A SECURE ENVIRONMENT. The fund maintains physical, electronic and procedural safeguards that comply with federal regulations to guard nonpublic personal information. The fund’s agents and service providers have limited access to customer information based on their role in servicing your account.

THE FUND COLLECTS INFORMATION IN ORDER TO SERVICE AND ADMINISTER YOUR ACCOUNT. The fund collects a variety of nonpublic personal information, which may include:

 Information we receive from you, such as your name, address, and social security number.

 Information about your transactions with us, such as the purchase or sale of fund shares.

 Information we receive from agents and service providers, such as proxy voting information.

THE FUND DOES NOT SHARE NONPUBLIC PERSONAL INFORMATION WITH ANYONE, EXCEPT AS PERMITTED BY LAW.

Thank you for this opportunity to serve you.

 

The views expressed in this report reflect those of the portfolio manager(s) only through the end of the period covered and do not necessarily represent the views of BNY Mellon Investment Adviser, Inc. or any other person in the BNY Mellon Investment Adviser, Inc. organization. Any such views are subject to change at any time based upon market or other conditions and BNY Mellon Investment Adviser, Inc. disclaims any responsibility to update such views. These views may not be relied on as investment advice and, because investment decisions for a fund in the BNY Mellon Family of Funds are based on numerous factors, may not be relied on as an indication of trading intent on behalf of any fund in the BNY Mellon Family of Funds.

 

Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value

 

Contents

THE FUND

  

Discussion of Fund Performance

2

Fund Performance
and Distribution Information

5

Selected Information

7

Statement of Investments

8

Statement of Assets and Liabilities

29

Statement of Operations

30

Statement of Cash Flows

31

Statement of Changes in Net Assets

32

Financial Highlights

33

Notes to Financial Statements

35

Report of Independent Registered
Public Accounting Firm

44

Additional Information

45

Important Tax Information

59

Proxy Results

60

Information About the Approval of
the Fund’s Management Agreement
and the Approval of the
Sub-Investment Advisory Agreement

61

Board Members Information

64

Officers of the Fund

67

Officers and Directors

69

FOR MORE INFORMATION

 

Back Cover

 
 

Save time. Save paper. View your next shareholder report online as soon as it’s available. Log into www.im.bnymellon.com and sign up for eCommunications. It’s simple and only takes a few minutes.

 

DISCUSSION OF FUND PERFORMANCE (Unaudited)

For the period from October 1, 2020 through September 30, 2021, as provided by Daniel Rabasco and Jeffrey Burger, Primary Portfolio Managers

Market and Fund Performance Overview

For the 12-month period ended September 30, 2021, BNY Mellon Strategic Municipals, Inc. produced a total return of 9.22% on a net-asset-value basis and 10.29% on a market price basis.1 Over the same period, the fund provided aggregate income dividends of $0.42 per share, which reflects a distribution rate of 4.83%.2

Municipal bonds rose during the reporting period as the market benefited from a continuing economic recovery and robust demand. Strong tax revenues and credit fundamentals also supported performance.

The Fund’s Investment Approach

The fund’s investment objective is to maximize current income exempt from federal income tax to the extent consistent with the preservation of capital. Under normal market conditions, the fund invests at least 80% of its net assets in municipal obligations. Generally, the fund invests at least 50% of its net assets in municipal bonds considered investment grade or the unrated equivalent as determined by BNY Mellon Investment Adviser, Inc. in the case of bonds, and in the two highest rating categories or the unrated equivalent as determined by BNY Mellon Investment Adviser, Inc. in the case of short-term obligations having or deemed to have maturities of less than one year.

To this end, portfolio construction focuses on income opportunities, through analysis of each bond’s structure, including close attention to each bond’s yield, maturity and early redemption features. When making new investments, we focus on identifying undervalued sectors and securities, and we minimize reliance on interest-rate forecasting. We select municipal bonds based on fundamental credit analysis to estimate the relative value and attractiveness of various sectors and securities and to exploit pricing inefficiencies in the municipal bond market. We actively trade among various sectors, such as escrowed, general obligation and revenue, based on their apparent relative values. Leverage, which is utilized in the portfolio in order to generate a higher level of current income exempt from regular federal income taxes, does amplify the fund’s exposure to interest-rate movements, and potentially, gains or losses, especially those among the longest maturities. The use of leverage had a positive impact on performance during the period.

Market Benefits from Policy Support, Strong Fundamentals and Robust Inflows

During the reporting period, the market continued to benefit from policies put in place in response to the COVID-19 pandemic, including support from the Federal Reserve (the “Fed”). While the Fed made no notable changes to monetary policy, early in the period it did commit to continuing its bond purchasing program. In the second half of the period, the Fed adopted a more hawkish tone, however.

Robust fiscal support also benefited the market. The $1.9 trillion American Rescue Plan extended unemployment benefits, provided aid to schools and businesses and sent stimulus checks to families. That supported the U.S. economy and also the municipal bond market.

2

 

The election also increased the likelihood of income tax hikes for higher-income households, adding to the appeal of tax-exempt municipal securities. The prospect of an increase in the corporate tax rate made municipal bonds more appealing to institutional buyers, and low interest rates overseas attracted foreign investors to the market.

Performance in the Treasury market was generally poor as the market sold off midway through the reporting period, especially at the long end of the curve. Performance in fixed-income risk markets, however, was stronger as the approval of COVID-19 vaccines provided support. Both the investment-grade and high yield corporate segments of the market posted positive returns.

In the municipal bond market, performance was also strong, supported especially by strong supply-and-demand factors. While supply surged prior to the November 2020 election, it tapered off later in the year but has remained near the record supply of last year. At the same time, flows into municipal bond mutual funds were strong, helped in part by a surge in investor optimism resulting from the approval of COVID-19 vaccines. Credit conditions also improved over the period, which resulted in spread tightening in the municipal market, with the revenue segment outperforming the general obligation segment.

Volatility experienced in the Treasury market also occurred in the municipal bond market, though to a lesser extent. Generally, the municipal yield curve flattened during the period.

Late in the reporting period, inflows slowed somewhat, and the market experienced some uncertainty in response to political debates in Washington D.C. regarding federal spending plans and the debt ceiling. The municipal bond market generally finished the period relatively richly valued versus Treasuries.

Security Selection Drove Returns

The fund’s performance was helped primarily by favorable security selections. Holdings in the education, hospital, senior living, special tax, tobacco and transportation segments were especially beneficial. A position in uninsured Puerto Rico general obligation bonds also contributed positively, as did Illinois general obligation bonds and New Jersey appropriation bonds. An overweight position in revenue bonds was also somewhat beneficial, with hospital, senior living and tobacco bonds performing best. The fund’s duration positioning also contributed positively to returns, especially its holdings of bonds having intermediate to longer maturity dates.

On a less positive note, the fund’s performance was hampered by certain positions in higher credit quality revenue bonds. Specifically, bonds in the utilities and water & sewer segment were detrimental, and security selection in these segments also hindered returns. We permitted the fund’s leverage to modestly decline during the period, and we did not employ derivatives.

Strong Fundamentals and Demand

Economic fundamentals, as well as supply-and-demand factors, bode well for the municipal bond market. Issuers generally have healthy fundamentals resulting from a recovering economy and strong tax revenues. They have also benefitted from prior federal fiscal stimulus measures and should also benefit from a federal infrastructure spending package that is likely to pass in the near term. Demand for municipal bonds is likely to remain strong and investor support could increase if higher corporate and personal income tax rates are legislated to pay for federal spending programs.

3

 

DISCUSSION OF FUND PERFORMANCE (Unaudited) (continued)

Inflation remains a risk, but with the healthy condition of the municipal bond market, we anticipate it will outperform the Treasury market. Given the outlook for inflation and interest rates, we have lowered the fund’s leverage modestly. We will continue to focus on identifying undervalued credits in the lower investment grade category and, when warranted by fundamentals and valuations, also purchase bonds in the sub-investment grade rating category in order to provide the fund additional yield and excess total return potential.

October 15, 2021

1 Total return includes reinvestment of dividends and any capital gains paid, based upon net asset value per share or market price per share, as applicable. Past performance is no guarantee of future results. Market price per share, net asset value per share and investment return fluctuate. Income may be subject to state and local taxes, and some income may be subject to the federal alternative minimum tax (AMT) for certain investors. Capital gains, if any, are fully taxable. Return figures provided reflects the absorption of certain fund expenses by BNY Mellon Investment Adviser, Inc. pursuant to an agreement in effect until November 30, 2021, at which time it may be extended, modified or terminated. Had these expenses not been absorbed, the fund’s return would have been lower.

2 Distribution rate per share is based upon dividends per share paid from net investment income during the period, divided by the market price per share at the end of the period, adjusted for any capital gain distributions.

Bonds are subject generally to interest-rate, credit, liquidity and market risks, to varying degrees. Generally, all other factors being equal, bond prices are inversely related to interest-rate changes, and rate increases can cause price declines. High yield bonds are subject to increased credit risk and are considered speculative in terms of the issuer’s perceived ability to continue making interest payments on a timely basis and to repay principal upon maturity. The use of leverage may magnify the fund’s gains or losses. For derivatives with a leveraging component, adverse changes in the value or level of the underlying asset can result in a loss that is much greater than the original investment in the derivative.

Recent market risks include pandemic risks related to COVID-19. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

4

 

FUND PERFORMANCE (Unaudited)


Comparison of change in value of a $10,000 investment in BNY Mellon Strategic Municipals, Inc. with a hypothetical investment of $10,000 in the Bloomberg U.S. Municipal Bond Index (the “Index”).

 Source: Lipper Inc.

Past performance is not predictive of future performance.

The above graph compares a hypothetical $10,000 investment made in BNY Mellon Strategic Municipals, Inc. on 9/30/11 to a hypothetical investment of $10,000 made in the Index on that date. All figures for the fund are based on market price. All dividends and capital gain distributions are reinvested.

The fund invests primarily in municipal securities and its performance shown in the line graph takes into account fees and expenses. The Index covers the U.S. dollar-denominated long-term tax-exempt bond market. Unlike a fund, the Index is not subject to fees and other expenses. Investors cannot invest directly in any index. Further information relating to fund performance, including expense reimbursements, if applicable, is contained in the Financial Highlights within this report and elsewhere in this report.

    

Average Annual Total Returns as of 9/30/2021

 

1 Year

5 Years

10 Years

BNY Mellon Strategic Municipals, Inc. - Market Value

10.29%

4.01%

6.39%

BNY Mellon Strategic Municipals, Inc. - Net Asset Value

9.22%

4.55%

6.52%

Bloomberg U.S. Municipal Bond Index

2.63%

3.26%

3.87%

The performance data quoted represents past performance, which is no guarantee of future results. Share price and investment return fluctuate and an investor’s shares may be worth more or less than original cost upon sale of the shares. All dividends and capital gain distributions are reinvested. Current performance may be lower or higher than the performance quoted. Go to www.im.bnymellon.com for the fund’s most recent month-end returns.

The fund’s performance shown in the graph and table does not reflect the deduction of taxes that a shareholder would pay on fund distributions or the sale of fund shares.

5

 

FUND PERFORMANCE (Unaudited) (continued)

DISTRIBUTION INFORMATION

The following information regarding the fund’s distributions is current as of September 30, 2021, the fund’s fiscal year end. The fund’s returns during the period were sufficient to meet fund distributions. 

The fund’s distribution policy is intended to provide shareholders with stable, but not guaranteed, cash flow, independent of the amount or timing of income earned or capital gains realized by the fund. The fund intends to distribute all or substantially all of its net investment income through its regular monthly distribution and to distribute realized capital gains at least annually. In addition, in any monthly period, in order to try to maintain a level distribution amount, the fund may pay out more or less than its net investment income during the period. As a result, distributions sources may include net investment income, realized gains and return of capital. You should not draw any conclusions about the fund’s investment performance from the amount of the distribution or from the terms of the level distribution program. A return of capital is a non-taxable distribution of a portion of a fund’s capital. A return of capital distribution does not necessarily reflect a fund’s investment performance and should not be confused with “yield” or “income.” 

The amounts and sources of distributions reported below are for financial reporting purposes and are not being provided for tax reporting purposes. The actual amounts and character of the distributions for tax reporting purposes will be reported to shareholders on Form 1099-DIV, which will be sent to shareholders shortly after calendar year-end. Because distribution source estimates are updated throughout the current fiscal year based on the fund’s performance, those estimates may differ from both the tax information reported to you in your fund’s 1099 statement, as well as the ultimate economic sources of distributions over the life of your investment. The figures in the table below provide the sources of distributions and may include amounts attributed to realized gains and/or returns of capital. 

        

Distributions

 

Current Month
Percentage of Distributions

Fiscal Year Ended
Per Share Amounts

 

Net Investment Income

Realized Gains

Return of Capital

Total Distributions

Net Investment Income

Realized Gains

Return of Capital

BNY Mellon Strategic Municipals, Inc.

100.00%

0.00%

0.00%

$0.42

$0.42

$0.00

$0.00

6

 

SELECTED INFORMATION

September 30, 2021 (Unaudited)

     

Market Price per share September 30, 2021

$8.70

 

Shares Outstanding September 30, 2021

62,276,212

 

New York Stock Exchange Ticker Symbol

LEO

 

MARKET PRICE (NEW YORK STOCK EXCHANGE)

Fiscal Year Ended September 30, 2021

 

Quarter

Quarter

Quarter

Quarter

 

Ended

Ended

Ended

Ended

 

December 31, 2020

March 31, 2021

June 30, 2021

September 30, 2021

High

$8.61

$8.83

$8.98

$9.48

Low

8.02

8.30

8.56

8.70

Close

8.49

8.54

8.97

8.70

PERCENTAGE GAIN (LOSS) based on change in Market Price

September 23, 1987 (commencement of operations) through September 30, 2021

754.74%

October 1, 2011 through September 30, 2021

85.78

October 1, 2016 through September 30, 2021

21.74

October 1, 2020 through September 30, 2021

10.29

January 1, 2021 through September 30, 2021

6.22

April 1, 2021 through September 30, 2021

4.31

July 1, 2021 through September 30, 2021

(1.86)

NET ASSET VALUE PER SHARE

 

September 23, 1987 (commencement of operations)

$9.32

September 30, 2020

8.37

December 31, 2020

8.66

March 31, 2021

8.63

June 30, 2021

8.89

September 30, 2021

8.71

PERCENTAGE GAIN (LOSS) based on change in Net Asset Value

 

September 23, 1987 (commencement of operations) through September 30, 2021

818.08%

October 1, 2011 through September 30, 2021

87.99

October 1, 2016 through September 30, 2021

24.94

October 1, 2020 through September 30, 2021

9.22

January 1, 2021 through September 30, 2021

4.26

April 1, 2021 through September 30, 2021

3.35

July 1, 2021 through September 30, 2021

(0.86)

 Total return includes reinvestment of dividends and any capital gains paid.

7

 

STATEMENT OF INVESTMENTS

September 30, 2021

          
 

Description

Coupon
Rate (%)

 

Maturity

Date

 

Principal

Amount ($)

 

Value ($)

 

Bonds and Notes - .3%

     

Collateralized Municipal-Backed Securities - .3%

     

Arizona Industrial Development Authority, Revenue Bonds, Ser. 2019-2
(cost $1,857,726)

 

3.63

 

5/20/2033

 

1,692,550

 

1,891,421

 
      

 

  

Long-Term Municipal Investments - 148.9%

     

Alabama - 3.6%

     

Alabama Special Care Facilities Financing Authority, Revenue Bonds (Methodist Home for the Aging Obligated Group)

 

5.75

 

6/1/2045

 

6,000,000

 

6,285,953

 

Jefferson County, Revenue Bonds, Refunding, Ser. F

 

7.90

 

10/1/2050

 

2,500,000

a 

2,570,638

 

The Lower Alabama Gas District, Revenue Bonds, Ser. A

 

5.00

 

9/1/2046

 

6,000,000

 

8,548,381

 

University of Alabama at Birmingham, Revenue Bonds, Ser. B

 

4.00

 

10/1/2036

 

2,000,000

 

2,347,535

 
 

19,752,507

 

Arizona - 7.7%

     

Arizona Industrial Development Authority, Revenue Bonds (Academics of Math & Science Project)

 

5.00

 

7/1/2054

 

1,275,000

b 

1,451,821

 

Arizona Industrial Development Authority, Revenue Bonds (Cadence Campus Project) Ser. A

 

4.00

 

7/15/2030

 

625,000

b 

686,672

 

Arizona Industrial Development Authority, Revenue Bonds (Cadence Campus Project) Ser. A

 

4.00

 

7/15/2040

 

925,000

b 

996,050

 

Arizona Industrial Development Authority, Revenue Bonds (Legacy Cares Project) Ser. A

 

6.00

 

7/1/2051

 

1,000,000

b 

1,096,705

 

Arizona Industrial Development Authority, Revenue Bonds (Legacy Cares Project) Ser. A

 

7.75

 

7/1/2050

 

5,770,000

b 

6,865,821

 

Arizona Industrial Development Authority, Revenue Bonds (Phoenix Children's Hospital Obligated Group)

 

4.00

 

2/1/2050

 

1,500,000

 

1,726,066

 

Arizona Industrial Development Authority, Revenue Bonds, Refunding (Basis Schools Projects) Ser. D

 

5.00

 

7/1/2051

 

380,000

b 

436,413

 

8

 

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Arizona - 7.7% (continued)

     

Arizona Industrial Development Authority, Revenue Bonds, Refunding (Basis Schools Projects) Ser. D

 

5.00

 

7/1/2047

 

1,035,000

b 

1,191,683

 

Glendale Industrial Development Authority, Revenue Bonds, Refunding (Sun Health Services Obligated Group) Ser. A

 

5.00

 

11/15/2054

 

1,000,000

 

1,145,500

 

La Paz County Industrial Development Authority, Revenue Bonds (Harmony Public Schools) Ser. A

 

5.00

 

2/15/2036

 

2,480,000

b 

2,778,518

 

Maricopa County Industrial Development Authority, Revenue Bonds (Benjamin Franklin Charter School Obligated Group)

 

6.00

 

7/1/2052

 

3,000,000

b 

3,559,566

 

Maricopa County Industrial Development Authority, Revenue Bonds, Refunding (Paradise Schools Projects Paragon Management)

 

5.00

 

7/1/2047

 

2,000,000

b 

2,211,783

 

Salt Verde Financial Corp., Revenue Bonds

 

5.00

 

12/1/2037

 

1,000,000

 

1,377,600

 

Tender Option Bond Trust Receipts (Series 2018-XF2537), (Salt Verde Financial Corporation, Revenue Bonds) Recourse, Underlying Coupon Rate (%) 5.00

 

17.63

 

12/1/2037

 

4,030,000

b,c,d 

5,479,406

 

The Phoenix Industrial Development Authority, Revenue Bonds, Refunding (BASIS Schools Projects) Ser. A

 

5.00

 

7/1/2035

 

2,360,000

b 

2,629,297

 

The Phoenix Industrial Development Authority, Revenue Bonds, Refunding (BASIS Schools Projects) Ser. A

 

5.00

 

7/1/2046

 

2,000,000

b 

2,209,878

 

The Pima County Industrial Development Authority, Revenue Bonds (American Leadership Academy Project)

 

5.00

 

6/15/2047

 

6,000,000

b 

6,067,784

 
 

41,910,563

 

California - 5.5%

     

California Municipal Finance Authority, Revenue Bonds, Refunding (William Jessup University)

 

5.00

 

8/1/2039

 

1,000,000

 

1,115,621

 

9

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

California - 5.5% (continued)

     

California Statewide Communities Development Authority, Revenue Bonds (Loma Linda University Medical Center Obligated Group)

 

5.50

 

12/1/2058

 

1,000,000

b 

1,170,698

 

Jefferson Union High School District, COP (Teacher & Staff Housing Project) (Insured; Build America Mutual)

 

4.00

 

8/1/2055

 

1,000,000

 

1,139,100

 

San Francisco City & County Redevelopment Agency, Special Tax Bonds, Refunding, Ser. A

 

5.00

 

8/1/2023

 

1,000,000

 

1,037,117

 

Tender Option Bond Trust Receipts (Series 2016-XM0379), (Los Angeles Department of Water & Power, Revenue Bonds, Refunding) Non-recourse, Underlying Coupon Rate (%) 5.00

 

18.19

 

7/1/2043

 

5,000,000

b,c,d 

5,171,668

 

Tender Option Bond Trust Receipts (Series 2016-XM0434), (The Regents of the University of California, Revenue Bonds, Refunding) Recourse, Underlying Coupon Rate (%) 5.00

 

18.18

 

5/15/2038

 

10,000,000

b,c,d 

10,722,467

 

Tender Option Bond Trust Receipts (Series 2020-XF2876), (San Francisco California City & County Airport Commission, Revenue Bonds, Refunding, Ser. E) Recourse, Underlying Coupon Rate (%) 5.00

 

17.81

 

5/1/2050

 

7,780,000

b,c,d 

9,376,780

 
 

29,733,451

 

Colorado - 7.7%

     

Colorado Health Facilities Authority, Revenue Bonds, Refunding (Covenant Living Communities & Services Obligated Group) Ser. A

 

4.00

 

12/1/2050

 

4,500,000

 

5,106,303

 

Denver City & County, Revenue Bonds, Refunding (United Airlines Project)

 

5.00

 

10/1/2032

 

1,000,000

 

1,058,650

 

Dominion Water & Sanitation District, Revenue Bonds

 

6.00

 

12/1/2046

 

4,560,000

 

4,680,084

 

Hess Ranch Metropolitan District No. 6, GO, Ser. A1

 

5.00

 

12/1/2049

 

2,000,000

 

2,173,549

 

Rampart Range Metropolitan District No. 5, Revenue Bonds

 

4.00

 

12/1/2051

 

2,000,000

e 

2,023,729

 

Regional Transportation District, Revenue Bonds, Refunding (Denver Transit Partners) Ser. A

 

4.00

 

7/15/2035

 

1,250,000

 

1,492,814

 

10

 

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Colorado - 7.7% (continued)

     

Tender Option Bond Trust Receipts (Series 2016-XM0385), (Board of Governors of the Colorado State University, Revenue Bonds) Non-recourse, Underlying Coupon Rate (%) 5.00

 

18.16

 

3/1/2038

 

7,500,000

b,c,d 

7,643,945

 

Tender Option Bond Trust Receipts (Series 2016-XM0433), (Colorado Springs, Revenue Bonds) Recourse, Underlying Coupon Rate (%) 5.00

 

18.14

 

11/15/2043

 

9,752,907

b,c,d 

10,589,481

 

Tender Option Bond Trust Receipts (Series 2020-XM0829), (Colorado Health Facilities Authority, Revenue Bonds, Refunding (CommonSpirit Health Obligated Group, Ser. A1)) Recourse, Underlying Coupon Rate (%) 4.00

 

17.18

 

8/1/2044

 

4,440,000

b,c,d 

5,993,113

 

Vauxmont Metropolitan District, GO, Refunding (Insured; Assured Guaranty Municipal Corp.)

 

3.25

 

12/15/2050

 

800,000

 

861,936

 
 

41,623,604

 

Connecticut - 2.6%

     

Connecticut, Revenue Bonds (Special Tax Obligation) Ser. A

 

5.00

 

5/1/2040

 

1,000,000

 

1,267,299

 

Connecticut, Revenue Bonds, Ser. A

 

5.00

 

5/1/2034

 

2,000,000

 

2,630,830

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding (Trinity Health Obligated Group)

 

5.00

 

12/1/2045

 

2,500,000

 

2,952,287

 

Connecticut Health & Educational Facilities Authority, Revenue Bonds, Refunding, Ser. S

 

4.00

 

6/1/2051

 

2,000,000

 

2,349,392

 

Connecticut Housing Finance Authority, Revenue Bonds, Refunding, Ser. A1

 

3.65

 

11/15/2032

 

610,000

 

639,935

 

Harbor Point Infrastructure Improvement District, Tax Allocation Bonds, Refunding (Harbor Point Project)

 

5.00

 

4/1/2039

 

3,500,000

b 

4,008,747

 
 

13,848,490

 

District of Columbia - 4.3%

     

Metropolitan Washington Airports Authority, Revenue Bonds, Refunding (Dulles Metrorail & Capital Improvement Projects) Ser. A

 

5.00

 

10/1/2039

 

1,000,000

 

1,229,576

 

11

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

District of Columbia - 4.3% (continued)

     

Metropolitan Washington Airports Authority, Revenue Bonds, Refunding, Ser. B

 

4.00

 

10/1/2049

 

1,000,000

 

1,123,199

 

Tender Option Bond Trust Receipts (Series 2016-XM0437), (District of Columbia, Revenue Bonds) Recourse, Underlying Coupon Rate (%) 5.00

 

18.15

 

12/1/2035

 

19,992,830

b,c,d 

21,021,202

 
 

23,373,977

 

Florida - 7.7%

     

Alachua County Health Facilities Authority, Revenue Bonds (Shands Teaching Hospital & Clinics Obligated Group)

 

4.00

 

12/1/2049

 

1,625,000

 

1,861,470

 

Atlantic Beach, Revenue Bonds (Fleet Landing Project) Ser. A

 

5.00

 

11/15/2053

 

3,000,000

 

3,392,960

 

Capital Trust Agency, Revenue Bonds (WFCS Portfolio Projects) Ser. A

 

5.00

 

1/1/2056

 

750,000

b 

844,446

 

Florida Development Finance Corp., Revenue Bonds (Miami Arts Charter School Project) Ser. A

 

6.00

 

6/15/2044

 

5,000,000

b 

4,693,609

 

Greater Orlando Aviation Authority, Revenue Bonds, Ser. A

 

4.00

 

10/1/2044

 

2,000,000

 

2,278,765

 

Miami-Dade County, Revenue Bonds

 

0.00

 

10/1/2045

 

3,000,000

f 

1,400,473

 

Palm Beach County Health Facilities Authority, Revenue Bonds (ACTS Retirement-Life Communities Obligated Group)

 

5.00

 

11/15/2045

 

2,850,000

 

3,284,488

 

Palm Beach County Health Facilities Authority, Revenue Bonds (ACTS Retirement-Life Communities Obligated Group) Ser. B

 

5.00

 

11/15/2042

 

735,000

 

892,741

 

Palm Beach County Health Facilities Authority, Revenue Bonds (Lifespace Communities Obligated Group) Ser. B

 

4.00

 

5/15/2053

 

2,600,000

 

2,853,441

 

Pinellas County Industrial Development Authority, Revenue Bonds (Foundation for Global Understanding)

 

5.00

 

7/1/2029

 

900,000

 

1,006,933

 

Seminole County Industrial Development Authority, Revenue Bonds, Refunding (Legacy Pointe at UCF Project)

 

5.75

 

11/15/2054

 

2,500,000

 

2,795,115

 

12

 

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Florida - 7.7% (continued)

     

Tender Option Bond Trust Receipts (Series 2019-XF0813), (Fort Myers Florida Utility, Revenue Bonds) Non-recourse, Underlying Coupon Rate (%) 4.00

 

14.40

 

10/1/2049

 

3,435,000

b,c,d 

3,897,324

 

Tender Option Bond Trust Receipts (Series 2019-XM0782), (Palm Beach County Florida Health Facilities Authority, Revenue Bonds, Refunding (Baptist Health South Florida Obligated Group)) Recourse, Underlying Coupon Rate (%) 4.00

 

14.36

 

8/15/2049

 

5,535,000

b,c,d 

6,275,179

 

Tender Option Bond Trust Receipts (Series 2020-XF2877), (Greater Orlando Aviation Authority, Revenue Bonds, Ser. A) Recourse, Underlying Coupon Rate (%) 4.00

 

14.29

 

10/1/2049

 

4,685,000

b,c,d 

5,283,754

 

Village Community Development District No. 10, Special Assessment Bonds

 

6.00

 

5/1/2044

 

900,000

 

963,964

 
 

41,724,662

 

Georgia - 5.3%

     

Atlanta Water & Wastewater, Revenue Bonds, Ser. D

 

3.50

 

11/1/2028

 

1,460,000

b 

1,582,103

 

Georgia Municipal Electric Authority, Revenue Bonds, Refunding (Plant Vogtle Units 3&4 Project) Ser. A

 

5.00

 

1/1/2056

 

1,250,000

 

1,514,267

 

Tender Option Bond Trust Receipts (Series 2016-XM0435), (Private Colleges & Universities Authority, Revenue Bonds, Refunding (Emory University)) Recourse, Underlying Coupon Rate (%) 5.00

 

18.15

 

10/1/2043

 

10,000,000

b,c,d 

10,821,384

 

Tender Option Bond Trust Receipts (Series 2019-XF2847), (Municipal Electric Authority of Georgia, Revenue Bonds (Plant Vogtle Unis 3&4 Project, Ser. A)) Recourse, Underlying Coupon Rate (%) 5.00

 

17.97

 

1/1/2056

 

3,600,000

b,c,d 

4,286,134

 

Tender Option Bond Trust Receipts (Series 2020-XM0825), (Brookhaven Development Authority, Revenue Bonds (Children's Healthcare of Atlanta, Ser. A)) Recourse, Underlying Coupon Rate (%) 4.00

 

15.65

 

7/1/2044

 

6,340,000

b,c,d 

7,819,859

 

13

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Georgia - 5.3% (continued)

     

The Burke County Development Authority, Revenue Bonds, Refunding (Oglethorpe Power Corp.) Ser. D

 

4.13

 

11/1/2045

 

2,400,000

 

2,698,407

 
 

28,722,154

 

Hawaii - .6%

     

Hawaii Department of Budget & Finance, Revenue Bonds, Refunding (Hawaiian Electric Co.)

 

4.00

 

3/1/2037

 

1,500,000

 

1,653,162

 

Honolulu City & County, GO, Ser. C

 

4.00

 

7/1/2044

 

1,500,000

 

1,750,393

 
 

3,403,555

 

Idaho - .9%

     

Power County Industrial Development Corp., Revenue Bonds (FMC Corp. Project)

 

6.45

 

8/1/2032

 

5,000,000

 

5,023,996

 

Illinois - 13.9%

     

Chicago Board of Education, GO, Refunding, Ser. A

 

5.00

 

12/1/2034

 

1,400,000

 

1,707,088

 

Chicago Board of Education, GO, Ser. D

 

5.00

 

12/1/2046

 

2,000,000

 

2,397,390

 

Chicago Board of Education, GO, Ser. H

 

5.00

 

12/1/2036

 

2,000,000

 

2,383,515

 

Chicago II, GO, Refunding, Ser. A

 

6.00

 

1/1/2038

 

3,000,000

 

3,679,967

 

Chicago II, GO, Ser. A

 

5.00

 

1/1/2044

 

4,000,000

 

4,763,876

 

Chicago II, GO, Ser. A

 

5.50

 

1/1/2049

 

1,000,000

 

1,218,440

 

Chicago O'Hare International Airport, Revenue Bonds, Refunding, Ser. A

 

5.00

 

1/1/2048

 

3,585,000

 

4,319,892

 

Chicago Transit Authority, Revenue Bonds, Refunding, Ser. A

 

5.00

 

12/1/2045

 

1,000,000

 

1,228,092

 

Illinois, GO, Refunding, Ser. A

 

5.00

 

10/1/2029

 

1,100,000

 

1,351,228

 

Illinois, GO, Ser. A

 

5.00

 

5/1/2038

 

3,900,000

 

4,611,657

 

Illinois, GO, Ser. C

 

5.00

 

11/1/2029

 

1,120,000

 

1,343,151

 

Illinois, GO, Ser. D

 

5.00

 

11/1/2028

 

2,825,000

 

3,417,132

 

Illinois Finance Authority, Revenue Bonds, Refunding (Lutheran Life Communities Obligated Group) Ser. A

 

5.00

 

11/1/2040

 

1,750,000

 

1,956,957

 

Illinois Toll Highway Authority, Revenue Bonds, Ser. A

 

4.00

 

1/1/2044

 

1,500,000

 

1,727,310

 

Metropolitan Pier & Exposition Authority, Revenue Bonds (McCormick Place Expansion Project)

 

5.00

 

6/15/2057

 

2,000,000

 

2,344,659

 

14

 

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Illinois - 13.9% (continued)

     

Metropolitan Pier & Exposition Authority, Revenue Bonds (McCormick Place Project) (Insured; National Public Finance Guarantee Corp.) Ser. A

 

0.00

 

12/15/2036

 

2,500,000

f 

1,750,630

 

Metropolitan Pier & Exposition Authority, Revenue Bonds, Refunding (McCormick Place Expansion Project)

 

0.00

 

12/15/2054

 

21,800,000

f 

7,767,708

 

Metropolitan Pier & Exposition Authority, Revenue Bonds, Refunding (McCormick Place Project) Ser. B

 

5.00

 

6/15/2052

 

1,650,000

 

1,704,320

 

Metropolitan Pier & Exposition Authority, Revenue Bonds, Refunding (McCormick Place Project) Ser. B

 

5.00

 

12/15/2028

 

1,000,000

 

1,032,921

 

Sales Tax Securitization Corp., Revenue Bonds, Refunding, Ser. A

 

4.00

 

1/1/2038

 

2,000,000

 

2,332,026

 

Tender Option Bond Trust Receipts (Series 2016-XM0378), (Greater Chicago Metropolitan Water Reclamation District, GO) Non-recourse, Underlying Coupon Rate (%) 5.00

 

18.13

 

12/1/2032

 

7,500,000

b,c,d 

7,556,050

 

Tender Option Bond Trust Receipts (Series 2017-XM0492), (Illinois Finance Authority, Revenue Bonds, Refunding (The University of Chicago)) Non-recourse, Underlying Coupon Rate (%) 5.00

 

18.16

 

10/1/2040

 

12,000,000

b,c,d 

13,887,664

 

University of Illinois, Revenue Bonds (Auxiliary Facilities System) Ser. A

 

5.00

 

4/1/2044

 

1,000,000

 

1,101,407

 
 

75,583,080

 

Indiana - 1.8%

     

Indiana Finance Authority, Revenue Bonds (Green Bond) (RES Polyflow Indiana)

 

7.00

 

3/1/2039

 

6,175,000

b 

5,859,803

 

Indiana Finance Authority, Revenue Bonds (Ohio Valley Electric Project) Ser. A

 

5.00

 

6/1/2039

 

1,585,000

 

1,616,053

 

Indiana Finance Authority, Revenue Bonds (Ohio Valley Electric Project) Ser. B

 

3.00

 

11/1/2030

 

1,000,000

 

1,053,870

 

Indiana Finance Authority, Revenue Bonds (Parkview Health System Obligated Group) Ser. A

 

5.00

 

11/1/2043

 

1,000,000

 

1,226,100

 
 

9,755,826

 

15

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Iowa - 2.4%

     

Iowa Finance Authority, Revenue Bonds, Refunding (Iowa Fertilizer Co. Project)

 

5.25

 

12/1/2025

 

7,375,000

 

7,983,022

 

Iowa Finance Authority, Revenue Bonds, Refunding (Lifespace Communities Obligated Group) Ser. A

 

4.00

 

5/15/2046

 

1,500,000

 

1,659,887

 

Iowa Tobacco Settlement Authority, Revenue Bonds, Refunding, Ser. A2

 

4.00

 

6/1/2049

 

1,500,000

 

1,714,101

 

Iowa Tobacco Settlement Authority, Revenue Bonds, Refunding, Ser. B1

 

4.00

 

6/1/2049

 

1,500,000

 

1,707,148

 
 

13,064,158

 

Kansas - .1%

     

Kansas Development Finance Authority, Revenue Bonds, Ser. B

 

4.00

 

11/15/2025

 

600,000

 

606,334

 

Kentucky - .5%

     

Kentucky Public Energy Authority, Revenue Bonds, Ser. A1

 

4.00

 

6/1/2025

 

2,500,000

g 

2,787,617

 

Louisiana - 3.2%

     

Louisiana Local Government Environmental Facilities & Community Development Authority, Revenue Bonds, Refunding (Westlake Chemical Project)

 

3.50

 

11/1/2032

 

3,100,000

 

3,420,746

 

Louisiana Public Facilities Authority, Revenue Bonds, Refunding (Tulane University)

 

4.00

 

4/1/2050

 

1,000,000

 

1,138,438

 

Tender Option Bond Trust Receipts (Series 2018-XF2584), (Louisiana Public Facilities Authority, Revenue Bonds (Franciscan Missionaries of Our Lady Health System Project)) Non-recourse, Underlying Coupon Rate (%) 5.00

 

17.98

 

7/1/2047

 

10,755,000

b,c,d 

12,653,649

 
 

17,212,833

 

Maryland - 3.0%

     

Maryland Economic Development Corp., Tax Allocation Bonds (Port Covington Project)

 

4.00

 

9/1/2050

 

1,000,000

 

1,126,769

 

Maryland Health & Higher Educational Facilities Authority, Revenue Bonds (Adventist Healthcare Obligated Group) Ser. A

 

5.50

 

1/1/2046

 

3,250,000

 

3,856,411

 

16

 

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Maryland - 3.0% (continued)

     

Maryland Health & Higher Educational Facilities Authority, Revenue Bonds, Refunding (Stevenson University Project)

 

4.00

 

6/1/2051

 

1,000,000

 

1,130,473

 

Tender Option Bond Trust Receipts (Series 2016-XM0391), (Mayor & City Council of Baltimore, Revenue Bonds, Refunding (Water Projects)) Non-recourse, Underlying Coupon Rate (%) 5.00

 

18.16

 

7/1/2042

 

9,000,000

b,c,d 

9,926,969

 
 

16,040,622

 

Massachusetts - 5.7%

     

Lowell Collegiate Charter School, Revenue Bonds

 

5.00

 

6/15/2049

 

1,750,000

 

1,874,452

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding (NewBridge Charles Obligated Group)

 

5.00

 

10/1/2057

 

1,000,000

b 

1,084,748

 

Massachusetts Development Finance Agency, Revenue Bonds, Refunding, Ser. A

 

5.00

 

7/1/2025

 

1,400,000

 

1,617,820

 

Tender Option Bond Trust Receipts (Series 2016-XM0389), (Massachusetts School Building Authority, Revenue Bonds) Non-recourse, Underlying Coupon Rate (%) 5.00

 

18.16

 

5/15/2043

 

10,000,000

b,c,d 

10,749,505

 

Tender Option Bond Trust Receipts (Series 2018-XF0610), (Massachusetts Transportation Fund, Revenue Bonds (Rail Enhancement & Accelerated Bridge Programs)) Non-recourse, Underlying Coupon Rate (%) 5.00

 

18.46

 

6/1/2047

 

12,750,000

b,c,d 

15,475,844

 
 

30,802,369

 

Michigan - 5.8%

     

Detroit, GO, Ser. A

 

5.00

 

4/1/2050

 

2,305,000

 

2,781,980

 

Great Lakes Water Authority Sewage Disposal System, Revenue Bonds, Refunding, Ser. C

 

5.00

 

7/1/2036

 

3,000,000

 

3,565,757

 

Michigan Finance Authority, Revenue Bonds (Beaumont Health Credit Obligated Group)

 

5.00

 

11/1/2044

 

5,165,000

 

6,021,170

 

Michigan Finance Authority, Revenue Bonds, Refunding (Great Lakes Water Authority) (Insured; Assured Guaranty Municipal Corp.) Ser. C3

 

5.00

 

7/1/2031

 

2,000,000

 

2,243,684

 

17

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Michigan - 5.8% (continued)

     

Michigan Finance Authority, Revenue Bonds, Refunding (Insured; National Public Finance Guarantee Corp.) Ser. D6

 

5.00

 

7/1/2036

 

2,000,000

 

2,232,633

 

Michigan Finance Authority, Revenue Bonds, Refunding, Ser. A2

 

5.00

 

6/1/2040

 

4,435,000

 

5,649,710

 

Michigan Finance Authority, Revenue Bonds, Refunding, Ser. D2

 

5.00

 

7/1/2034

 

2,000,000

 

2,306,366

 

Tender Option Bond Trust Receipts (Series 2019-XF2837), (Michigan State Finance Authority, Revenue Bonds (Henry Ford Health System)) Recourse, Underlying Coupon Rate (%) 4.00

 

14.30

 

11/15/2050

 

5,840,000

b,c,d 

6,626,840

 
 

31,428,140

 

Minnesota - .7%

     

Duluth Economic Development Authority, Revenue Bonds, Refunding (Essentia Health Obligated Group) Ser. A

 

5.00

 

2/15/2058

 

3,000,000

 

3,546,473

 

Mississippi - 1.0%

     

Mississippi Development Bank, Revenue Bonds, Refunding (Magnolia Regional Health Center Project) Ser. A

 

6.50

 

10/1/2031

 

5,500,000

 

5,517,257

 

Missouri - 3.3%

     

Kansas City Industrial Development Authority, Revenue Bonds, Ser. A

 

5.00

 

3/1/2044

 

1,000,000

 

1,211,224

 

St. Louis County Industrial Development Authority, Revenue Bonds (Friendship Village St. Louis Obligated Group) Ser. A

 

5.13

 

9/1/2049

 

2,975,000

 

3,336,632

 

St. Louis County Industrial Development Authority, Revenue Bonds (Friendship Village St. Louis Obligated Group) Ser. A

 

5.13

 

9/1/2048

 

2,025,000

 

2,271,964

 

St. Louis Land Clearance for Redevelopment Authority, Revenue Bonds

 

5.13

 

6/1/2046

 

4,760,000

 

5,349,356

 

The Missouri Health & Educational Facilities Authority, Revenue Bonds (Mercy Health)

 

4.00

 

6/1/2050

 

2,000,000

 

2,290,250

 

18

 

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Missouri - 3.3% (continued)

     

The St. Louis Missouri Industrial Development Authority, Tax Allocation Bonds (St. Louis Innovation District Project)

 

4.38

 

5/15/2036

 

3,500,000

 

3,547,313

 
 

18,006,739

 

Multi-State - .5%

     

Federal Home Loan Mortgage Corp. Multifamily Variable Rate Certificates, Revenue Bonds, Ser. M048

 

3.15

 

1/15/2036

 

2,375,000

b 

2,633,182

 

Nevada - .9%

     

Clark County School District, GO (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

4.00

 

6/15/2036

 

1,500,000

 

1,776,683

 

Reno, Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.)

 

4.00

 

6/1/2058

 

2,750,000

 

3,012,570

 
 

4,789,253

 

New Hampshire - .2%

     

New Hampshire Business Finance Authority, Revenue Bonds, Refunding (Green Bond) Ser. B

 

3.75

 

7/2/2040

 

1,000,000

b,g 

1,058,682

 

New Jersey - 4.8%

     

New Jersey, GO (COVID-19 Emergency Bonds) Ser. A

 

4.00

 

6/1/2031

 

1,000,000

 

1,229,695

 

New Jersey Economic Development Authority, Revenue Bonds, Refunding, Ser. XX

 

5.25

 

6/15/2027

 

4,000,000

 

4,659,898

 

New Jersey Housing & Mortgage Finance Agency, Revenue Bonds, Refunding, Ser. D

 

4.00

 

4/1/2025

 

1,560,000

 

1,714,249

 

New Jersey Transportation Trust Fund Authority, Revenue Bonds

 

5.00

 

6/15/2046

 

1,775,000

 

2,162,011

 

New Jersey Transportation Trust Fund Authority, Revenue Bonds

 

5.25

 

6/15/2043

 

2,000,000

 

2,488,094

 

New Jersey Transportation Trust Fund Authority, Revenue Bonds, Ser. AA

 

5.25

 

6/15/2033

 

1,500,000

 

1,742,996

 

New Jersey Turnpike Authority, Revenue Bonds, Ser. A

 

4.00

 

1/1/2051

 

3,000,000

 

3,475,710

 

Tender Option Bond Trust Receipts (Series 2018-XF2538), (New Jersey Economic Development Authority, Revenue Bonds) Recourse, Underlying Coupon Rate (%) 5.25

 

18.64

 

6/15/2040

 

3,250,000

b,c,d 

3,725,675

 

19

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

New Jersey - 4.8% (continued)

     

Tobacco Settlement Financing Corp., Revenue Bonds, Refunding, Ser. A

 

5.25

 

6/1/2046

 

750,000

 

905,383

 

Tobacco Settlement Financing Corp., Revenue Bonds, Refunding, Ser. B

 

5.00

 

6/1/2046

 

3,410,000

 

3,998,198

 
 

26,101,909

 

New York - 7.9%

     

Monroe County Industrial Development Corp., Revenue Bonds, Refunding (University of Rochester Project) Ser. A

 

4.00

 

7/1/2050

 

1,500,000

 

1,731,216

 

New York City, GO, Ser. D1

 

4.00

 

3/1/2050

 

5,040,000

 

5,752,189

 

New York Convention Center Development Corp., Revenue Bonds (Insured; Assured Guaranty Municipal Corp.) Ser. B

 

0.00

 

11/15/2049

 

6,885,000

f 

3,209,474

 

New York Liberty Development Corp., Revenue Bonds, Refunding (Class 1-3 World Trade Center Project)

 

5.00

 

11/15/2044

 

7,000,000

b 

7,670,774

 

New York State Dormitory Authority, Revenue Bonds, Refunding (Montefiore Obligated Group) Ser. A

 

4.00

 

9/1/2045

 

1,000,000

 

1,127,599

 

New York State Thruway Authority, Revenue Bonds, Refunding, Ser. A1

 

4.00

 

3/15/2053

 

2,600,000

 

2,977,461

 

New York Transportation Development Corp., Revenue Bonds (LaGuardia Airport Terminal B Redevelopment Project) Ser. A

 

5.25

 

1/1/2050

 

3,500,000

 

3,902,905

 

New York Transportation Development Corp., Revenue Bonds, Refunding (JFK International Air Terminal) Ser. A

 

4.00

 

12/1/2039

 

1,475,000

 

1,673,714

 

Niagara Area Development Corp., Revenue Bonds, Refunding (Covanta Holding Project) Ser. A

 

4.75

 

11/1/2042

 

2,000,000

b 

2,090,816

 

Port Authority of New York & New Jersey, Revenue Bonds, Refunding, Ser. 223

 

4.00

 

7/15/2046

 

3,000,000

 

3,442,176

 

Tender Option Bond Trust Receipts (Series 2020-XM0826), (Metropolitan Transportation Authority, Revenue Bonds, Refunding (Green Bond) (Insured; Assured Guaranty Municipal Corp., Ser. C)) Non-recourse, Underlying Coupon Rate (%) 4.00

 

14.25

 

11/15/2046

 

7,045,000

b,c,d 

8,101,772

 

20

 

          
 

Description

Coupon
Rate (%)

 

 Maturity Date

 

Principal Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

New York - 7.9% (continued)

     

TSASC, Revenue Bonds, Refunding, Ser. B

 

5.00

 

6/1/2045

 

1,165,000

 

1,279,974

 
 

42,960,070

 

North Carolina - 2.9%

     

North Carolina Medical Care Commission, Revenue Bonds, Refunding (Lutheran Services for the Aging Obligated Group)

 

4.00

 

3/1/2051

 

3,000,000

 

3,251,949

 

North Carolina Medical Care Commission, Revenue Bonds, Refunding (Pennybyrn at Maryfield Obligated Group)

 

5.00

 

10/1/2035

 

1,005,000

 

1,070,407

 

Tender Option Bond Trust Receipts (Series 2019-XF0792), (North Carolina Medical Care Commission, Revenue Bonds, Ser. A) Non-recourse, Underlying Coupon Rate (%) 4.00

 

14.55

 

11/1/2049

 

10,000,000

b,c,d 

11,496,358

 
 

15,818,714

 

Ohio - 9.9%

     

Buckeye Tobacco Settlement Financing Authority, Revenue Bonds, Refunding, Ser. A2

 

4.00

 

6/1/2048

 

1,250,000

 

1,391,013

 

Buckeye Tobacco Settlement Financing Authority, Revenue Bonds, Refunding, Ser. B2

 

5.00

 

6/1/2055

 

14,250,000

 

16,142,387

 

Canal Winchester Local School District, GO, Refunding (Insured; National Public Finance Guarantee Corp.)

 

0.00

 

12/1/2031

 

3,955,000

f 

3,293,149

 

Canal Winchester Local School District, GO, Refunding (Insured; National Public Finance Guarantee Corp.)

 

0.00

 

12/1/2029

 

3,955,000

f 

3,485,809

 

Cuyahoga County, Revenue Bonds, Refunding (The MetroHealth System)

 

5.00

 

2/15/2052

 

2,000,000

 

2,319,939

 

Franklin County Convention Facilities Authority, Revenue Bonds (GRTR Columbus Convention Center)

 

5.00

 

12/1/2044

 

1,250,000

 

1,451,604

 

Muskingum County, Revenue Bonds (Genesis HealthCare System Project)

 

5.00

 

2/15/2022

 

4,590,000

 

4,654,384

 

Ohio Air Quality Development Authority, Revenue Bonds (Pratt Paper OH Project)

 

4.50

 

1/15/2048

 

2,250,000

b 

2,607,738

 

21

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Ohio - 9.9% (continued)

     

Tender Option Bond Trust Receipts (Series 2016-XM0380), (Hamilton County, Revenue Bonds, Refunding (The Metropolitan Sewer District of Greater Cincinnati)) Non-recourse, Underlying Coupon Rate (%) 5.00

 

18.16

 

12/1/2038

 

17,000,000

b,c,d 

18,531,512

 
 

53,877,535

 

Oklahoma - .3%

     

Oklahoma Development Finance Authority, Revenue Bonds (OU Medicine Project) Ser. B

 

5.25

 

8/15/2048

 

1,500,000

 

1,808,989

 

Oregon - .6%

     

Clackamas County Hospital Facility Authority, Revenue Bonds, Refunding (Senior Living-Willamette View Project) Ser. A

 

5.00

 

11/15/2047

 

1,500,000

 

1,645,470

 

Yamhill County Hospital Authority, Revenue Bonds, Refunding (Friendsview Manor Obligated Group) Ser. A

 

5.00

 

11/15/2036

 

1,220,000

 

1,459,838

 
 

3,105,308

 

Pennsylvania - 3.2%

     

Allentown School District, GO, Refunding (Insured; Build America Mutual) Ser. B

 

5.00

 

2/1/2031

 

1,500,000

 

1,907,416

 

Crawford County Hospital Authority, Revenue Bonds, Refunding (Meadville Medical Center Project) Ser. A

 

6.00

 

6/1/2046

 

1,175,000

 

1,309,408

 

Pennsylvania Higher Educational Facilities Authority, Revenue Bonds, Refunding (University of Sciences)

 

5.00

 

11/1/2036

 

3,675,000

 

4,139,648

 

Pennsylvania Turnpike Commission, Revenue Bonds, Ser. A

 

4.00

 

12/1/2050

 

1,500,000

 

1,730,417

 

Pennsylvania Turnpike Commission, Revenue Bonds, Ser. B

 

4.00

 

12/1/2051

 

1,500,000

 

1,724,987

 

Philadelphia Water & Wastewater, Revenue Bonds, Refunding

 

5.00

 

10/1/2033

 

1,250,000

 

1,648,484

 

Philadelphia Water & Wastewater, Revenue Bonds, Ser. A

 

5.00

 

11/1/2050

 

1,500,000

 

1,872,663

 

The Philadelphia School District, GO (Insured; State Aid Withholding) Ser. A

 

4.00

 

9/1/2036

 

2,740,000

 

3,191,584

 
 

17,524,607

 

22

 

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Rhode Island - 1.6%

     

Providence Public Building Authority, Revenue Bonds (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

5.00

 

9/15/2038

 

7,035,000

 

8,647,449

 

South Carolina - 3.2%

     

South Carolina Jobs-Economic Development Authority, Revenue Bonds (Bishop Gadsden Episcopal Retirement Community Obligated Group)

 

5.00

 

4/1/2054

 

1,000,000

 

1,134,210

 

Tender Option Bond Trust Receipts (Series 2016-XM0384), (South Carolina Public Service Authority, Revenue Bonds, Refunding (Santee Cooper)) Non-recourse, Underlying Coupon Rate (%) 5.13

 

14.03

 

12/1/2043

 

15,000,000

b,c,d 

16,342,091

 
 

17,476,301

 

Tennessee - 1.0%

     

Tender Option Bond Trust Receipts (Series 2016-XM0388), (Metropolitan Government of Nashville & Davidson County, Revenue Bonds, Refunding) Non-recourse, Underlying Coupon Rate (%) 5.00

 

17.95

 

7/1/2040

 

5,000,000

b,c,d 

5,382,195

 

Texas - 10.2%

     

Central Texas Regional Mobility Authority, Revenue Bonds

 

5.00

 

1/1/2048

 

2,500,000

 

2,968,539

 

Central Texas Regional Mobility Authority, Revenue Bonds, Ser. A

 

5.00

 

1/1/2045

 

1,500,000

 

1,714,993

 

Clifton Higher Education Finance Corp., Revenue Bonds (International Leadership) Ser. A

 

5.75

 

8/15/2045

 

4,500,000

 

5,124,348

 

Clifton Higher Education Finance Corp., Revenue Bonds (International Leadership) Ser. D

 

6.13

 

8/15/2048

 

6,000,000

 

6,908,471

 

Clifton Higher Education Finance Corp., Revenue Bonds (Uplift Education) Ser. A

 

4.50

 

12/1/2044

 

2,500,000

 

2,659,749

 

Grand Parkway Transportation Corp., Revenue Bonds, Refunding

 

4.00

 

10/1/2049

 

1,000,000

 

1,145,117

 

Harris County-Houston Sports Authority, Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

0.00

 

11/15/2050

 

6,500,000

f 

1,869,656

 

Mission Economic Development Corp., Revenue Bonds, Refunding (Natgasoline Project)

 

4.63

 

10/1/2031

 

1,500,000

b 

1,577,509

 

23

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Texas - 10.2% (continued)

     

Tarrant County Cultural Education Facilities Finance Corp., Revenue Bonds, Refunding (MRC Stevenson Oaks Project)

 

6.75

 

11/15/2051

 

1,000,000

 

1,176,737

 

Tender Option Bond Trust Receipts (Series 2016-XM0377), (San Antonio, Revenue Bonds) Non-recourse, Underlying Coupon Rate (%) 5.00

 

18.16

 

2/1/2043

 

16,750,000

b,c,d 

17,768,721

 

Texas Private Activity Bond Surface Transportation Corp., Revenue Bonds (Blueridge Transportation Group)

 

5.00

 

12/31/2050

 

1,300,000

 

1,446,963

 

Texas Private Activity Bond Surface Transportation Corp., Revenue Bonds (Segment 3C Project)

 

5.00

 

6/30/2058

 

8,930,000

 

10,693,027

 
 

55,053,830

 

U.S. Related - 2.1%

     

Guam Housing Corp., Revenue Bonds (Insured; Federal Home Loan Mortgage Corp.) Ser. A

 

5.75

 

9/1/2031

 

965,000

 

1,005,309

 

Puerto Rico, GO, Refunding (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

5.00

 

7/1/2035

 

3,500,000

 

3,534,361

 

Puerto Rico, GO, Refunding, Ser. A

 

8.00

 

7/1/2035

 

8,010,000

h 

6,928,650

 
 

11,468,320

 

Utah - .8%

     

Utah Charter School Finance Authority, Revenue Bonds, Refunding (Summit Academy) Ser. A

 

5.00

 

4/15/2049

 

1,190,000

 

1,396,318

 

Utah Infrastructure Agency, Revenue Bonds, Refunding, Ser. A

 

5.00

 

10/15/2037

 

2,345,000

 

2,750,275

 
 

4,146,593

 

Virginia - 3.2%

     

Chesterfield County Economic Development Authority, Revenue Bonds, Refunding (Brandermill Woods Project)

 

5.13

 

1/1/2043

 

2,100,000

 

2,108,559

 

Tender Option Bond Trust Receipts (Series 2018-XM0593), (Hampton Roads Transportation Accountability Commission, Revenue Bonds) Non-recourse, Underlying Coupon Rate (%) 5.50

 

20.50

 

7/1/2057

 

7,500,000

b,c,d 

9,127,350

 

Virginia Small Business Financing Authority, Revenue Bonds (Transform 66 P3 Project)

 

5.00

 

12/31/2056

 

3,380,000

 

4,001,015

 

24

 

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Virginia - 3.2% (continued)

     

Virginia Small Business Financing Authority, Revenue Bonds (Transform 66 P3 Project)

 

5.00

 

12/31/2052

 

1,620,000

 

1,918,869

 
 

17,155,793

 

Washington - 6.0%

     

King County School District No. 210, GO (Insured; School Bond Guaranty)

 

4.00

 

12/1/2034

 

2,000,000

 

2,344,276

 

Port of Seattle, Revenue Bonds, Ser. D

 

5.00

 

5/1/2027

 

4,300,000

 

5,229,636

 

Tender Option Bond Trust Receipts (Series 2018-XM0680), (Washington Convention Center Public Facilities District, Revenue Bonds) Non-recourse, Underlying Coupon Rate (%) 5.00

 

9.12

 

7/1/2058

 

17,000,000

b,c,d 

20,407,101

 

Washington Housing Finance Commission, Revenue Bonds, Refunding (Presbyterian Retirement Communities Northwest Obligated Group) Ser. A

 

5.00

 

1/1/2051

 

3,200,000

b 

3,471,932

 

Washington Housing Finance Commission, Revenue Bonds, Ser. A1

 

3.50

 

12/20/2035

 

995,359

 

1,149,687

 
 

32,602,632

 

Wisconsin - 2.3%

     

Public Finance Authority, Revenue Bonds (ACTS Retirement-Life Communities Obligated Group) Ser. A

 

5.00

 

11/15/2041

 

1,000,000

 

1,216,578

 

Public Finance Authority, Revenue Bonds (Appalachian State University Project) (Insured; Assured Guaranty Municipal Corp.) Ser. A

 

4.00

 

7/1/2059

 

2,050,000

 

2,271,460

 

Public Finance Authority, Revenue Bonds (Roseman University of Health Sciences)

 

5.00

 

4/1/2040

 

1,175,000

b 

1,398,489

 

Public Finance Authority, Revenue Bonds (Southminster Obligated Group)

 

5.00

 

10/1/2048

 

2,000,000

b 

2,198,696

 

Public Finance Authority, Revenue Bonds, Refunding (Blue Ridge Healthcare Obligated Group) Ser. 2020

 

4.00

 

1/1/2045

 

1,835,000

 

2,079,629

 

25

 

STATEMENT OF INVESTMENTS (continued)

          
 

Description

Coupon
Rate (%)

 

 Maturity
Date

 

Principal
Amount ($)

 

Value ($)

 

Long-Term Municipal Investments - 148.9% (continued)

     

Wisconsin - 2.3% (continued)

     

Public Finance Authority, Revenue Bonds, Refunding (Mary's Woods at Marylhurst Project)

 

5.25

 

5/15/2047

 

750,000

b 

820,832

 

Wisconsin Health & Educational Facilities Authority, Revenue Bonds, Refunding (St. Camillus Health System Obligated Group)

 

5.00

 

11/1/2054

 

2,000,000

 

2,219,428

 
 

12,205,112

 

Total Long-Term Municipal Investments
(cost $734,297,937)

 

807,284,881

 

Total Investments (cost $736,155,663)

 

149.2%

809,176,302

 

Liabilities, Less Cash and Receivables

 

(34.7%)

(187,934,576)

 

Preferred Stock, at redemption value

 

(14.5%)

(78,900,000)

 

Net Assets Applicable to Common Shareholders

 

100.0%

542,341,726

 

a Zero coupon until a specified date at which time the stated coupon rate becomes effective until maturity.

b Security exempt from registration pursuant to Rule 144A under the Securities Act of 1933. These securities may be resold in transactions exempt from registration, normally to qualified institutional buyers. At September 30, 2021, these securities were valued at $379,095,787 or 69.9% of net assets.

c The Variable Rate shall be determined by the Remarketing Agent in its sole discretion based on prevailing market conditions and may, but need not, be established by reference to one or more financial indices.

d Collateral for floating rate borrowings. The coupon rate given represents the current interest rate for the inverse floating rate security.

e Security purchased on a when-issued or delayed basis for which the fund has not taken delivery as of September 30, 2021.

f Security issued with a zero coupon. Income is recognized through the accretion of discount.

g These securities have a put feature; the date shown represents the put date and the bond holder can take a specific action to retain the bond after the put date.

h Non-income producing—security in default.

26

 

  

Portfolio Summary (Unaudited)

Value (%)

General

25.9

Education

22.8

Medical

17.7

Transportation

14.8

Water

12.1

Nursing Homes

10.8

General Obligation

9.2

Development

9.1

Tobacco Settlement

6.0

Utilities

5.2

Airport

4.6

Power

4.6

School District

4.2

Multifamily Housing

1.0

Single Family Housing

.6

Housing

.4

Special Tax

.2

 

149.2

 Based on net assets.

See notes to financial statements.

27

 

    
 

Summary of Abbreviations (Unaudited)

 

ABAG

Association of Bay Area Governments

AGC

ACE Guaranty Corporation

AGIC

Asset Guaranty Insurance Company

AMBAC

American Municipal Bond Assurance Corporation

BAN

Bond Anticipation Notes

BSBY

Bloomberg Short-Term Bank Yield Index

CIFG

CDC Ixis Financial Guaranty

COP

Certificate of Participation

CP

Commercial Paper

DRIVERS

Derivative Inverse Tax-Exempt Receipts

EFFR

Effective Federal Funds Rate

FGIC

Financial Guaranty Insurance Company

FHA

Federal Housing Administration

FHLB

Federal Home Loan Bank

FHLMC

Federal Home Loan Mortgage Corporation

FNMA

Federal National Mortgage Association

GAN

Grant Anticipation Notes

GIC

Guaranteed Investment Contract

GNMA

Government National Mortgage Association

GO

General Obligation

IDC

Industrial Development Corporation

LIBOR

London Interbank Offered Rate

LOC

Letter of Credit

LR

Lease Revenue

NAN

Note Anticipation Notes

MFHR

Multi-Family Housing Revenue

MFMR

Multi-Family Mortgage Revenue

MUNIPSA

Securities Industry and Financial Markets Association Municipal Swap Index Yield

OBFR

Overnight Bank Funding Rate

PILOT

Payment in Lieu of Taxes

PRIME

Prime Lending Rate

PUTTERS

Puttable Tax-Exempt Receipts

RAC

Revenue Anticipation Certificates

RAN

Revenue Anticipation Notes

RIB

Residual Interest Bonds

SFHR

Single Family Housing Revenue

SFMR

Single Family Mortgage Revenue

SOFR

Secured Overnight Financing Rate

TAN

Tax Anticipation Notes

TRAN

Tax and Revenue Anticipation Notes

U.S. T-Bill

U.S. Treasury Bill Money Market Yield

XLCA

XL Capital Assurance

    

See notes to financial statements.

28

 

STATEMENT OF ASSETS AND LIABILITIES

September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

Cost

 

Value

 

Assets ($):

 

 

 

 

Investments in securities—See Statement of Investments

736,155,663

 

809,176,302

 

Cash

 

 

 

 

799,060

 

Interest receivable

 

10,066,439

 

Prepaid expenses

 

 

 

 

26,627

 

 

 

 

 

 

820,068,428

 

Liabilities ($):

 

 

 

 

Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note 2(b)

 

341,176

 

Payable for floating rate notes issued—Note 3

 

195,855,737

 

Payable for investment securities purchased

 

2,015,160

 

Interest and expense payable related to
floating rate notes issued—Note 3

 

454,491

 

Commissions payable—Note 1

 

31,362

 

Dividends payable to Preferred Shareholders

 

607

 

Other accrued expenses

 

 

 

 

128,169

 

 

 

 

 

 

198,826,702

 

Auction Preferred Stock, Series M,T,W,Th and F, par value $.001 per share (3,156 shares issued and outstanding at $25,000 per share liquidation value)—Note 1

 

78,900,000

 

Net Assets Applicable to Common Shareholders ($)

 

 

542,341,726

 

Composition of Net Assets ($):

 

 

 

 

Common Stock, par value, $.001 per share
(62,276,212 shares issued and outstanding)

 

 

 

 

62,276

 

Paid-in capital

 

 

 

 

492,864,560

 

Total distributable earnings (loss)

 

 

 

 

49,414,890

 

Net Assets Applicable to Common Shareholders ($)

 

 

542,341,726

 

     

Shares Outstanding

 

 

(500 million shares authorized)

62,276,212

 

Net Asset Value Per Share of Common Stock ($)

 

8.71

 

 

 

 

 

 

See notes to financial statements.

 

 

  

 

29

 

STATEMENT OF OPERATIONS

Year Ended September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment Income ($):

 

 

 

 

Interest Income

 

 

31,610,686

 

Expenses:

 

 

 

 

Management fee—Note 2(a)

 

 

4,657,022

 

Interest and expense related to floating rate notes issued—Note 3

 

 

1,432,049

 

Commission fees—Note 1

 

 

165,132

 

Professional fees

 

 

140,227

 

Registration fees

 

 

90,881

 

Directors’ fees and expenses—Note 2(c)

 

 

70,751

 

Shareholder servicing costs

 

 

46,793

 

Shareholders’ reports

 

 

46,044

 

Custodian fees—Note 2(b)

 

 

11,138

 

Chief Compliance Officer fees—Note 2(b)

 

 

8,442

 

Miscellaneous

 

 

38,133

 

Total Expenses

 

 

6,706,612

 

Less—reduction in expenses due to undertaking—Note 2(a)

 

 

(620,936)

 

Less—reduction in fees due to earnings credits—Note 2(b)

 

 

(7,431)

 

Net Expenses

 

 

6,078,245

 

Investment Income—Net

 

 

25,532,441

 

Realized and Unrealized Gain (Loss) on Investments—Note 3 ($):

 

 

Net realized gain (loss) on investments

2,969,621

 

Net change in unrealized appreciation (depreciation) on investments

18,800,839

 

Net Realized and Unrealized Gain (Loss) on Investments

 

 

21,770,460

 

Dividends to Preferred Shareholders

 

 

(94,802)

 

Net Increase in Net Assets Applicable to Common
Shareholders Resulting from Operations

 

47,208,099

 

 

 

 

 

 

 

 

See notes to financial statements.

     

30

 

STATEMENT OF CASH FLOWS

Year Ended September 30, 2021

       

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities ($):

 

 

 

 

 

Purchases of portfolio securities

 

(70,902,421)

 

 

 

Proceeds from sales of portfolio securities

97,182,616

 

 

 

Dividends paid to Preferred Shareholders

(95,927)

 

 

 

Interest receivable

 

32,554,974

 

 

 

Interest and expense related to floating rate notes issued

 

(1,613,895)

 

 

 

Paid to BNY Mellon Investment Adviser, Inc. and affiliates

 

(4,040,501)

 

 

 

Operating expenses paid

 

(573,652)

 

 

 

Net Cash Provided (or Used) in Operating Activities

 

 

 

52,511,194

 

Cash Flows from Financing Activities ($):

 

 

 

 

 

Dividends paid to Common Shareholders

 

(25,543,727)

 

 

 

Decrease in payable for floating rate notes issued

 

(26,700,000)

 

 

 

Net Cash Provided (or Used) in Financing Activities

 

(52,243,727)

 

Net Increase (Decrease) in Cash

 

267,467

 

Cash at beginning of period

 

531,593

 

Cash at End of Period

 

799,060

 

Reconciliation of Net Increase (Decrease) in Net Assets Applicable to

 

 

 

 

Common Shareholders Resulting from Operations to

 

 

 

 

Net Cash Provided (or Used) in Operating Activities ($):

 

 

 

Net Increase in Net Assets Resulting From Operations

 

47,208,099

 

Adjustments to Reconcile Net Increase in Net Assets

 

 

 

 

Applicable to Common Shareholder Resulting from

 

 

 

 

Operations to Net Cash Provided (or Used) in Operating Activities ($):

 

 

 

Decrease in investments in securities at cost

 

21,295,414

 

Decrease in interest receivable

 

944,288

 

Decrease in prepaid expenses

 

30,386

 

Increase in Due to BNY Mellon Investment Adviser, Inc. and affiliates

 

15,165

 

Increase in payable for investment securities purchased

 

2,015,160

 

Decrease in interest and expense payable related to floating rate notes issued

 

(181,846)

 

Decrease in dividends payable to Preferred Shareholders

 

(1,125)

 

Decrease in Directors' fees and expenses payable

 

(5,122)

 

Decrease in commissions payable and other accrued expenses

 

(8,386)

 

Net change in unrealized (appreciation) depreciation on investments

 

(18,800,839)

 

Net Cash Provided (or Used) in Operating Activities

 

52,511,194

 

Supplemental Disclosure Cash Flow Information ($):

 

 

 

Non-cash financing activities:

 

 

 

Reinvestment of dividends

 

588,440

 

 

 

 

 

 

 

 

See notes to financial statements.

     

31

 

STATEMENT OF CHANGES IN NET ASSETS

          

 

 

 

 

Year Ended September 30,

 

 

 

 

2021

 

2020

 

Operations ($):

 

 

 

 

 

 

 

 

Investment income—net

 

 

25,532,441

 

 

 

26,682,006

 

Net realized gain (loss) on investments

 

2,969,621

 

 

 

(11,651,577)

 

Net change in unrealized appreciation
(depreciation) on investments

 

18,800,839

 

 

 

(7,079,086)

 

Dividends to Preferred Shareholders

 

 

(94,802)

 

 

 

(1,203,179)

 

Net Increase (Decrease) in Net Assets Applicable
to Common Shareholders Resulting from
Operations

47,208,099

 

 

 

6,748,164

 

Distributions ($):

 

Distributions to Common Shareholders

 

 

(26,132,167)

 

 

 

(26,125,626)

 

Capital Stock Transactions ($):

 

Distributions reinvested

 

 

588,440

 

 

 

124,964

 

Increase (Decrease) in Net Assets
from Capital Stock Transactions

588,440

 

 

 

124,964

 

Total Increase (Decrease) in Net Assets
Applicable to Common Shareholders

21,664,372

 

 

 

(19,252,498)

 

Net Assets Applicable to Common Shareholders ($):

 

Beginning of Period

 

 

520,677,354

 

 

 

539,929,852

 

End of Period

 

 

542,341,726

 

 

 

520,677,354

 

Capital Share Transactions (Common Shares):

 

Shares issued for distributions reinvested

 

 

66,450

 

 

 

14,184

 

Net Increase (Decrease) in Shares Outstanding

66,450

 

 

 

14,184

 

 

 

 

 

 

 

 

 

 

 

See notes to financial statements.

        

32

 

FINANCIAL HIGHLIGHTS

The following table describes the performance for the fiscal periods indicated. Market price total return is calculated assuming an initial investment made at the market price at the beginning of the period, reinvestment of all dividends and distributions at market price during the period, and sale at the market price on the last day of the period. These figures have been derived from the fund’s financial statements and, with respect to common stock, market price data for the fund’s common shares.

       
   
  

Year Ended September 30,

 

 

2021

2020

2019

2018

2017

Per Share Data ($):

      

Net asset value, beginning of period

 

8.37

8.68

8.28

8.63

9.12

Investment Operations:

      

Investment income—neta

 

.41

.43

.45

.50

.51

Net realized and unrealized
gain (loss) on investments

 

.35

(.30)

.40

(.42)

(.45)

Dividends to Preferred Shareholders from investment income—net

 

(.00)b

(.02)

(.03)

(.03)

(.03)

Total from Investment Operations

 

.76

.11

.82

.05

.03

Distributions to
Common Shareholders:

      

Dividends from
investment income—net

 

(.42)

(.42)

(.42)

(.45)

(.52)

Net asset value resulting from
Auction Preferred Stock
tendered as a discount

 

-

-

-

.05

-

Net asset value, end of period

 

8.71

8.37

8.68

8.28

8.63

Market value, end of period

 

8.70

8.28

8.58

7.50

8.79

Market Price Total Return (%)

 

10.29

1.58

20.59

(9.72)

(.19)

33

 

FINANCIAL HIGHLIGHTS (continued)

       
   
  

Year Ended September 30,

 

 

2021

2020

2019

2018

2017

Ratios/Supplemental Data (%):

      

Ratio of total expenses to average
net assets applicable
to Common Stockc

 

1.24

1.70

1.88

1.81

1.49

Ratio of net expenses to average
net assets applicable
to Common Stockc

 

1.12

1.58

1.77

1.69

1.37

Ratio of interest and expense
related to floating rate notes
issued to average net assets
applicable to Common Stockc

 

.26

.73

.91

.76

.39

Ratio of net investment income
to average net assets applicable
to Common Stockc

 

4.71

5.11

5.41

5.99

5.96

Ratio of total expenses
to total average net assets

 

1.08

1.48

1.64

1.50

1.18

Ratio of net expenses to
total average net assets

 

.98

1.37

1.54

1.40

1.08

Ratio of interest and expense related to floating rate notes issued to total average net assets

 

.23

.63

.79

.63

.31

Ratio of net investment income
to total average net assets

 

4.11

4.44

4.70

4.96

4.71

Portfolio Turnover Rate

 

11.05

36.52

33.21

17.93

8.77

Asset Coverage of Preferred Stock, end of period

 

787

760

784

753

476

Net Assets, applicable to
Common Shareholders,
end of period ($ x 1,000)

 

542,342

520,677

539,930

514,880

535,958

Preferred Stock Outstanding,
end of period ($ x 1,000)

 

78,900

78,900

78,900

78,900

142,500

Floating Rate Notes Outstanding,
end of period ($ x 1,000)

 

195,856

222,556

246,228

229,398

148,574

a  Based on average common shares outstanding.

b Amount represents less than $.01 per share.

c Does not reflect the effect of dividends to Preferred Shareholders.

See notes to financial statements.

34

 

NOTES TO FINANCIAL STATEMENTS

NOTE 1—Significant Accounting Policies:

BNY Mellon Strategic Municipals, Inc. (the “fund”), which is registered under the Investment Company Act of 1940, as amended (the “Act”), is a diversified closed-end management investment company. The fund’s investment objective is to maximize current income exempt from federal income tax to the extent consistent with the preservation of capital. BNY Mellon Investment Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The Bank of New York Mellon Corporation (“BNY Mellon”), serves as the fund’s investment adviser. Effective September 1, 2021 (the “Effective Date”), the Adviser has engaged its affiliate, Insight North America LLC (the “Sub-Adviser”) as the fund’s sub-investment adviser pursuant to a sub-investment advisory agreement between the Adviser and Sub-Adviser. As the fund’s sub-investment adviser, the Sub-Adviser provides the day-to-day management of the fund’s investments, subject to the Adviser’s supervision and approval. The Adviser (and not the fund) pays the Sub-Adviser for its sub-advisory services. As of the Effective Date, portfolio managers responsible for managing the fund’s investments who were employees of Mellon Investments Corporation (“Mellon”) in a dual employment arrangement with the Adviser, have become employees of the Sub-Adviser, and are no longer employees of Mellon. The fund’s Common Stock trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol LEO.

The fund has outstanding 763 Series M shares, 747 Series T shares, 660 Series W shares, 566 Series TH shares and 420 series F shares for a total of 3,156 shares of Auction Preferred Stock (“APS”), with a liquidation preference of $25,000 per share (plus an amount equal to accumulated but unpaid dividends upon liquidation). APS dividend rates are determined pursuant to periodic auctions or by reference to a market rate. Deutsche Bank Trust Company America, as the Auction Agent, receives a fee from the fund for its services in connection with such auctions. The fund also compensates broker-dealers generally at an annual rate of .15%-.25% of the purchase price of shares of APS.

The fund is subject to certain restrictions relating to the APS. Failure to comply with these restrictions could preclude the fund from declaring any distributions to shareholders of Common Stock (“Common Shareholders”) or repurchasing shares of Common Stock and/or could trigger the mandatory redemption of APS at liquidation value. Thus, redemptions of APS may be deemed to be outside of the control of the fund.

35

 

NOTES TO FINANCIAL STATEMENTS (continued)

The holders of APS, voting as a separate class, have the right to elect at least two directors. The holders of APS will vote as a separate class on certain other matters, as required by law. The fund’s Board of Directors (the “Board”) has designated Robin A. Melvin and Benaree Pratt Wiley as directors to be elected by the holders of APS.

The Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) is the exclusive reference of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal laws are also sources of authoritative GAAP for SEC registrants. The fund is an investment company and applies the accounting and reporting guidance of the FASB ASC Topic 946 Financial Services-Investment Companies. The fund’s financial statements are prepared in accordance with GAAP, which may require the use of management estimates and assumptions. Actual results could differ from those estimates.

The fund enters into contracts that contain a variety of indemnifications. The fund’s maximum exposure under these arrangements is unknown. The fund does not anticipate recognizing any loss related to these arrangements.

(a) Portfolio valuation: The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). GAAP establishes a fair value hierarchy that prioritizes the inputs of valuation techniques used to measure fair value. This hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Additionally, GAAP provides guidance on determining whether the volume and activity in a market has decreased significantly and whether such a decrease in activity results in transactions that are not orderly. GAAP requires enhanced disclosures around valuation inputs and techniques used during annual and interim periods.

Various inputs are used in determining the value of the fund’s investments relating to fair value measurements. These inputs are summarized in the three broad levels listed below:

Level 1—unadjusted quoted prices in active markets for identical investments.

36

 

Level 2—other significant observable inputs (including quoted prices for similar investments, interest rates, prepayment speeds, credit risk, etc.).

Level 3—significant unobservable inputs (including the fund’s own assumptions in determining the fair value of investments).

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

Changes in valuation techniques may result in transfers in or out of an assigned level within the disclosure hierarchy. Valuation techniques used to value the fund’s investments are as follows:

Investments in securities, excluding short-term investment (other than U.S. Treasury Bills) are valued each business day by an independent pricing service (the “Service”) approved by the Board. Investments for which quoted bid prices are readily available and are representative of the bid side of the market in the judgment of the Service are valued at the mean between the quoted bid prices (as obtained by the Service from dealers in such securities) and asked prices (as calculated by the Service based upon its evaluation of the market for such securities). Debt investments (which constitute a majority of the portfolio securities) are carried at fair value as determined by the Service, based on methods which include consideration of the following: yields or prices of municipal securities of comparable quality, coupon, maturity and type; indications as to values from dealers; and general market conditions. All of the preceding securities are generally categorized within Level 2 of the fair value hierarchy.

The Service is engaged under the general oversight of the Board.

When market quotations or official closing prices are not readily available, or are determined not to accurately reflect fair value, such as when the value of a security has been significantly affected by events after the close of the exchange or market on which the security is principally traded, but before the fund calculates its net asset value, the fund may value these investments at fair value as determined in accordance with the procedures approved by the Board. Certain factors may be considered when fair valuing investments such as: fundamental analytical data, the nature and duration of restrictions on disposition, an evaluation of the forces that influence the market in which the securities are purchased and sold, and public trading in similar securities of the issuer or comparable issuers. These securities are either categorized within Level 2 or 3 of the fair value hierarchy depending on the relevant inputs used.

37

 

NOTES TO FINANCIAL STATEMENTS (continued)

For securities where observable inputs are limited, assumptions about market activity and risk are used and such securities are generally categorized within Level 3 of the fair value hierarchy.

The following is a summary of the inputs used as of September 30, 2021 in valuing the fund’s investments:

       
 

Level 1-Unadjusted Quoted Prices

Level 2- Other Significant Observable Inputs

 

Level 3-Significant Unobservable Inputs

Total

 

Assets ($)

  

Investments In Securities:

  

Collateralized Municipal-Backed Securities

-

1,891,421

 

-

1,891,421

 

Municipal Securities

-

807,284,881

 

-

807,284,881

 

Liabilities ($)

  

Other Financial Instruments:

  

Floating Rate Notes††

-

(195,855,737)

 

-

(195,855,737)

 

 See Statement of Investments for additional detailed categorizations, if any.

†† Certain of the fund’s liabilities are held at carrying amount, which approximates fair value for financial reporting purposes.

(b) Securities transactions and investment income: Securities transactions are recorded on a trade date basis. Realized gains and losses from securities transactions are recorded on the identified cost basis. Interest income, adjusted for accretion of discount and amortization of premium on investments, is earned from settlement date and recognized on the accrual basis. Securities purchased or sold on a when-issued or delayed delivery basis may be settled a month or more after the trade date.

(c) Risk: The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies world-wide. Recent

38

 

examples include pandemic risks related to COVID-19 and aggressive measures taken world-wide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or other serious public health concern could have, a significant negative impact on economic and market conditions and could trigger a prolonged period of global economic slowdown. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund's exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

(d) Dividends and distributions to Common Shareholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from investment income-net are normally declared and paid monthly. Dividends from net realized capital gains, if any, are normally declared and paid annually, but the fund may make distributions on a more frequent basis to comply with the distribution requirements of the Internal Revenue Code of 1986, as amended (the “Code”). To the extent that net realized capital gains can be offset by capital loss carryovers, it is the policy of the fund not to distribute such gains. Income and capital gain distributions are determined in accordance with income tax regulations, which may differ from GAAP.

Common Shareholders will have their distributions reinvested in additional shares of the fund, unless such Common Shareholders elect to receive cash, at the lower of the market price or net asset value per share (but not less than 95% of the market price). If market price is equal to or exceeds net asset value, shares will be issued at net asset value. If net asset value exceeds market price, Computershare Inc., the transfer agent for the fund’s Common Stock, will buy fund shares in the open market and reinvest those shares accordingly.

On September 29, 2021, the Board declared a cash dividend of $.035 per share from investment income-net, payable on October 29, 2021 to Common Shareholders of record as of the close of business on October 15, 2021. The ex-dividend date was October 14, 2021.

(e) Dividends and distributions to shareholders of APS: Dividends, which are cumulative, are generally reset every seven days for each series of APS pursuant to a process specified in related fund charter documents.

39

 

NOTES TO FINANCIAL STATEMENTS (continued)

Dividend rates as of September 30, 2021, for each series of APS were as follows: Series M-0.088%, Series T-0.088%, Series W-0.077%, Series TH-0.077% and Series F-0.088%. These rates reflect the “maximum rates” under the governing instruments as a result of “failed auctions” in which sufficient clearing bids are not received. The average dividend rates for the period ended September 30, 2021 for each series of APS were as follows: Series M-0.121%, Series T-0.120%, Series W-0.119%, Series TH-0.120% and Series F-0.121%.

(f) Federal income taxes: It is the policy of the fund to continue to qualify as a regulated investment company, which can distribute tax-exempt dividends, by complying with the applicable provisions of the Code, and to make distributions of income and net realized capital gain sufficient to relieve it from substantially all federal income and excise taxes.

As of and during the period ended September 30, 2021, the fund did not have any liabilities for any uncertain tax positions. The fund recognizes interest and penalties, if any, related to uncertain tax positions as income tax expense in the Statement of Operations. During the period ended September 30, 2021, the fund did not incur any interest or penalties.

Each tax year in the four-year period ended September 30, 2021 remains subject to examination by the Internal Revenue Service and state taxing authorities.

At September 30, 2021, the components of accumulated earnings on a tax basis were as follows: undistributed tax-exempt income $1,383,727, accumulated capital losses $25,136,171 and unrealized appreciation $73,167,941.

The fund is permitted to carry forward capital losses for an unlimited period. Furthermore, capital loss carryovers retain their character as either short-term or long-term capital losses.

The accumulated capital loss carryover is available for federal income tax purposes to be applied against future net realized capital gains, if any, realized subsequent to September 30, 2021. The fund has $14,595,822 of short-term capital losses and $10,540,349 of long-term capital losses which can be carried forward for an unlimited period.

The tax character of distributions paid to shareholders during the fiscal periods ended September 30, 2021 and September 30, 2020 were as follows: tax-exempt income $25,993,448 and $27,323,378, and ordinary income $233,521 and $5,427 respectively.

(g) New accounting pronouncements: In March 2020, the FASB issued Accounting Standards Update 2020-04, Reference Rate Reform (Topic

40

 

848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”), and in January 2021, the FASB issued Accounting Standards Update 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), which provides optional, temporary relief with respect to the financial reporting of contracts subject to certain types of modifications due to the planned discontinuation of the LIBOR and other interbank offered rates as of the end of 2021. The temporary relief provided by ASU 2020-04 and ASU 2021-01 is effective for certain reference rate-related contract modifications that occur during the period from March 12, 2020 through December 31, 2022. Management is evaluating the impact of ASU 2020-04 and ASU 2021-01 on the fund’s investments, derivatives, debt and other contracts that will undergo reference rate-related modifications as a result of the reference rate reform. Management is also currently actively working with other financial institutions and counterparties to modify contracts as required by applicable regulation and within the regulatory deadlines.

NOTE 2—Management Fee, Sub-Investment Advisory Fee and Other Transactions with Affiliates:

(a) Pursuant to a management agreement (the “Agreement”) with the Adviser, the management fee is computed at the annual rate of ..75% of the value of the fund’s average weekly net assets (including net assets representing APS outstanding) and is payable monthly. The Agreement provides for an expense reimbursement from the Adviser should the fund’s aggregate expenses (excluding taxes, interest on borrowings, brokerage fees and extraordinary expenses) in any full fiscal year exceed the lesser of (1) the expense limitation of any state having jurisdiction over the fund or (2) 2% of the first $10 million, 1½% of the next $20 million and 1% of the excess over $30 million of the average weekly value of the fund’s net assets. During the period ended September 30, 2021, there was no expense reimbursement pursuant to the Agreement.

The Adviser has currently undertaken, from October 1, 2020 through November 30, 2021 to waive receipt of a portion of the fund’s management fee, in the amount of .10% of the value of the fund’s average weekly net assets (including net assets representing APS outstanding). Effective November 30, 2021, the current undertaking will be extended until May 31, 2022. The reduction in expenses, pursuant to the undertaking, amounted to $620,936 during the period ended September 30, 2021.

As of the Effective Date, pursuant to a sub-investment advisory agreement between the Adviser and the Sub-Adviser, the Adviser pays the Sub-Adviser a monthly fee at an annual rate of ..36% of the value of the fund’s

41

 

NOTES TO FINANCIAL STATEMENTS (continued)

average weekly net assets, (including net assets representing APS outstanding).

(b) The fund compensates The Bank of New York Mellon, a subsidiary of BNY Mellon and an affiliate of the Adviser, under a custody agreement for providing custodial services for the fund. These fees are determined based on net assets and transaction activity. During the period ended September 30, 2021, the fund was charged $11,138 pursuant to the custody agreement. These fees were partially offset by earnings credits of $7,431

The fund has an arrangement with the custodian whereby the fund may receive earnings credits when positive cash balances are maintained, which are used to offset custody fees. For financial reporting purposes, the fund includes net earnings credits, if any, as an expense offset in the Statement of Operations.

During the period ended September 30, 2021, the fund was charged $8,442 for services performed by the Chief Compliance Officer and his staff. These fees are included in Chief Compliance Officer fees in the Statement of Operations.

The components of “Due to BNY Mellon Investment Adviser, Inc. and affiliates” in the Statement of Assets and Liabilities consist of: management fees of $387,000, custodian fees of $3,694 and Chief Compliance Officer fees of $2,123, which are offset against an expense reimbursement currently in effect in the amount of $51,641.

(c) Each Board member also serves as a Board member of other funds in the BNY Mellon Family of Funds complex. Annual retainer fees and attendance fees are allocated to each fund based on net assets.

NOTE 3—Securities Transactions:

The aggregate amount of purchases and sales (including paydowns) of investment securities, excluding short-term securities during the period ended September 30, 2021, amounted to $72,856,399 and $67,381,291, respectively.

Inverse Floater Securities: The fund participates in secondary inverse floater structures in which fixed-rate, tax-exempt municipal bonds are transferred to a trust (the “Inverse Floater Trust”). The Inverse Floater Trust typically issues two variable rate securities that are collateralized by the cash flows of the fixed-rate, tax-exempt municipal bonds. One of these variable rate securities pays interest based on a short-term floating rate set by a remarketing agent at predetermined intervals (“Trust Certificates”). A residual interest tax-exempt security is also created by the Inverse Floater Trust, which is transferred to the fund, and is paid interest based on the

42

 

remaining cash flows of the Inverse Floater Trust, after payment of interest on the other securities and various expenses of the Inverse Floater Trust. An Inverse Floater Trust may be collapsed without the consent of the fund due to certain termination events such as bankruptcy, default or other credit event.

The fund accounts for the transfer of bonds to the Inverse Floater Trust as secured borrowings, with the securities transferred remaining in the fund’s investments, and the Trust Certificates reflected as fund liabilities in the Statement of Assets and Liabilities.

The fund may invest in inverse floater securities on either a non-recourse or recourse basis. These securities are typically supported by a liquidity facility provided by a bank or other financial institution (the “Liquidity Provider”) that allows the holders of the Trust Certificates to tender their certificates in exchange for payment from the Liquidity Provider of par plus accrued interest on any business day prior to a termination event. When the fund invests in inverse floater securities on a non-recourse basis, the Liquidity Provider is required to make a payment under the liquidity facility due to a termination event to the holders of the Trust Certificates. When this occurs, the Liquidity Provider typically liquidates all or a portion of the municipal securities held in the Inverse Floater Trust. A liquidation shortfall occurs if the Trust Certificates exceed the proceeds of the sale of the bonds in the Inverse Floater Trust (“Liquidation Shortfall”). When a fund invests in inverse floater securities on a recourse basis, the fund typically enters into a reimbursement agreement with the Liquidity Provider where the fund is required to repay the Liquidity Provider the amount of any Liquidation Shortfall. As a result, a fund investing in a recourse inverse floater security bears the risk of loss with respect to any Liquidation Shortfall.

The average amount of borrowings outstanding under the inverse floater structure during the period ended September 30, 2021 was approximately $204,563,545 with a related weighted average annualized interest rate of .70%.

At September 30, 2021, the cost of investments for federal income tax purposes was $540,152,624; accordingly, accumulated net unrealized appreciation on investments was $73,167,941, consisting of $74,898,736 gross unrealized appreciation and $1,730,795 gross unrealized depreciation.

43

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of BNY Mellon Strategic Municipals, Inc.

Opinion on the Financial Statements

We have audited the accompanying statement of assets and liabilities of BNY Mellon Strategic Municipals, Inc. (the “Fund”), including the statement of investments, as of September 30, 2021, and the related statements of operations and cash flows for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, the financial highlights for each of the five years in the period then ended and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Fund at September 30, 2021, the results of its operations and its cash flows for the year then ended, the changes in its net assets for each of the two years in the period then ended and its financial highlights for each of the five years in the period then ended, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Fund’s management. Our responsibility is to express an opinion on the Fund’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Fund in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Fund is not required to have, nor were we engaged to perform, an audit of the Fund’s internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Fund’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our procedures included confirmation of securities owned as of September 30, 2021, by correspondence with the custodian and others or by other appropriate auditing procedures where replies from others were not received. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the auditor of one or more investment companies in the BNY Mellon Family of Funds since at least 1957, but we are unable to determine the specific year.

New York, New York
November 22, 2021

44

 

ADDITIONAL INFORMATION (Unaudited)

Dividend Reinvestment and Cash Purchase Plan

Under the fund’s Dividend Reinvestment and Cash Purchase Plan (the “Plan”), a holder of Common Stock who has fund shares registered in his name will have all dividends and distributions reinvested automatically by Computershare Trust Company, N.A., as Plan administrator (the “Administrator”), in additional shares of the fund at the lower of prevailing market price or net asset value (but not less than 95% of market value at the time of valuation) unless such shareholder elects to receive cash as provided below. If market price is equal to or exceeds net asset value, shares will be issued at net asset value. If net asset value exceeds market price or if a cash dividend only is declared, the Administrator, as agent for the Plan participants, will buy fund shares in the open market. A Plan participant is not relieved of any income tax that may be payable on such dividends or distributions.

A Common Shareholder who owns fund shares registered in nominee name through his broker/dealer (i.e., in “street name”) may not participate in the Plan, but may elect to have cash dividends and distributions reinvested by his broker/dealer in additional shares of the fund if such service is provided by the broker/dealer; otherwise such dividends and distributions will be treated like any other cash dividend.

A Common Shareholder who has fund shares registered in his or her name may elect to withdraw from the Plan at any time for a $2.50 fee and thereby elect to receive cash in lieu of shares of the fund. Changes in elections must be in writing, sent to The Bank of New York Mellon, c/o Computershare Inc., P.O. Box 30170, College Station, TX 77842-3170, should include the Common Shareholder’s name and address as they appear on the Administrator’s records and will be effective only if received more than fifteen days prior to the record date for any distribution.

A Plan participant who has fund shares in his name has the option of making additional cash payments to the Administrator, semi-annually, in any amount from $1,000 to $10,000, for investment in the fund’s shares in the open market on or about January 15 and July 15. Any voluntary cash payments received more than 30 days prior to these dates will be returned by the Administrator, and interest will not be paid on any uninvested cash payments. A participant may withdraw a voluntary cash payment by written notice, if the notice is received by the Administrator not less than 48 hours before the payment is to be invested. A Common Shareholder who owns fund shares registered in street name should consult his broker/dealer to determine whether an additional cash purchase option is available through his broker/dealer.

The Administrator maintains all Common Shareholder accounts in the Plan and furnishes written confirmations of all transactions in the account. Shares in the account of each Plan participant will be held by the Administrator in non-certificated form in the name of the participant, and each such participant’s proxy will include those shares purchased pursuant to the Plan. The fund pays the Administrator’s fee for reinvestment of dividends and distributions. Plan participants pay a pro rata share of brokerage commissions incurred with respect to the Administrator’s open market purchases and

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ADDITIONAL INFORMATION (Unaudited) (continued)

purchases from voluntary cash payments, and a $1.25 fee for each purchase made from a voluntary cash payment.

The fund reserves the right to amend or terminate the Plan as applied to any voluntary cash payments made and any dividend or distribution paid subsequent to notice of the change sent to Plan participants at least 90 days before the record date for such dividend or distribution. The Plan also may be amended or terminated by the Administrator on at least 90 days’ written notice to Plan participants.

Level Distribution Policy

The fund’s dividend policy is to distribute substantially all of its net investment income to its shareholders on a monthly basis. In order to provide shareholders with a more consistent yield to the current trading price of shares of Common Stock of the fund, the fund may at times pay out more or less than the entire amount of net investment income earned in any particular month and may at times in any month pay out any accumulated but undistributed income in addition to net investment income earned in that month. As a result, the dividends paid by the fund for any particular month may be more or less than the amount of net investment income earned by the fund during such month.

Investment Objective and Principal Investment Strategies

Investment Objective. The fund’s investment objective is to seek to maximize current income exempt from federal income tax to the extent consistent with the preservation of capital. The fund’s investment objective is fundamental and may not be changed without the affirmative vote of the holders of a majority (as defined in the Act) of the fund’s outstanding voting securities. No assurance can be given that the fund will achieve its investment objective.

Fundamental Investment Policy. The fund has adopted a fundamental investment policy to invest, under normal market conditions, at least 80% of its net assets in municipal obligations. As with the fund’s investment objective, this investment policy may not be changed without the affirmative vote of the holders of a majority (as defined in the Act) of the fund’s outstanding voting securities.

Municipal obligations are debt obligations issued by states, territories and possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, or multi-state agencies or authorities, that provide income exempt from federal income tax. Municipal obligations are classified as general obligation bonds, revenue bonds and notes. General obligation bonds are secured by the issuer’s pledge of its faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenue derived from a particular facility or class of facilities or, in some cases, from the proceeds of a special excise or other specific revenue source, but not from the general taxing power. Notes are short term instruments which are obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues. The fund may purchase floating and variable rate obligations, municipal derivatives, such as custodial receipt

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programs created by financial intermediaries, tender option bonds and participations in municipal obligations.

Non-Fundamental Investment Policies. Under normal market conditions, the fund invests at least 50% of its net assets in municipal obligations considered investment grade by Moody’s, S&P or Fitch or the unrated equivalent as determined by the Adviser in the case of bonds, and in the two highest rating categories of Moody’s, S&P or Fitch or the unrated equivalent as determined by the Adviser in the case of short term obligations having or deemed to have maturities of less than one year. Investment grade bonds are those rated in the four highest rating categories of Moody’s, S&P or Fitch. The fund may invest the remainder of its assets in municipal obligations considered below investment grade by Moody’s, S&P and Fitch, including those rated no lower than C, but it currently is the intention of the fund to invest such remainder of its assets primarily in bonds rated no lower than Ba by Moody’s and BB by S&P and Fitch. Bonds rated below investment grade and short term obligations rated below the two highest rating categories of Moody’s, S&P and Fitch will be purchased only if the Adviser determines that the purchase is consistent with the fund’s investment objective. The fund’s ability to invest in lower rated municipal obligations may be limited as a condition to S&P’s “AAA” rating of the fund’s APS.

From time to time, the fund may invest more than 25% of the value of its total assets in industrial development bonds which, although issued by industrial development authorities, may be backed only by the assets and revenues of the non-governmental users. Interest on certain municipal obligations (including certain industrial development bonds) which are specific private activity bonds, while exempt from federal income tax, is a preference item for the purpose of the federal alternative minimum tax. If the fund, as a regulated investment company, receives such interest, a proportionate share of any exempt-interest dividend paid by the fund will be treated as a preference item to an investor. The fund may invest without limitation in such municipal obligations if the Adviser determines that their purchase is consistent with the fund’s investment objective.

Under normal market conditions, the weighted average maturity of the fund’s portfolio is expected to exceed ten years.

Taxable Investments and other Investment Techniques. The fund may employ, among others, the investment techniques described below. Use of certain of these techniques may give rise to taxable income.

Temporary Investments. From time to time, on a temporary basis other than for temporary defensive purposes (but not to exceed 20% of the fund’s net assets) or for temporary defensive purposes without limitation, the fund may invest in taxable short term investments (“Taxable Investments”) consisting of: notes of issuers having, at the time of purchase, a quality rating within the two highest grades of Moody’s, S&P or Fitch; obligations of the U.S. Government, its agencies or instrumentalities; commercial paper rated at least P-2 by Moody’s or at least A-2 by S&P or Fitch; certificates of deposit of U.S. domestic banks, including foreign branches of domestic banks, with assets of $1

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ADDITIONAL INFORMATION (Unaudited) (continued)

billion or more; bankers’ acceptances; time deposits; and repurchase agreements in respect of any of the foregoing. Dividends paid by the fund that are attributable to interest earned from Taxable Investments will be taxable to investors. Under normal market conditions, the fund anticipates that not more than 5% of its total assets will be invested in any of the foregoing categories of Taxable Investments.

When-Issued Securities. New issues of municipal obligations usually are offered on a when-issued basis, which means that delivery and payment for such municipal obligations normally take place within 45 days after the date of the commitment to purchase. The payment obligation and the interest rate that will be received on the municipal obligations are fixed at the time the buyer enters into the commitment. The fund will make commitments to purchase such municipal obligations only with the intention of actually acquiring the securities, but the fund may sell these securities before the settlement date if it is deemed advisable, although any gain realized on such sale would be taxable. The fund will not accrue income with respect to a when-issued security before its stated delivery date. No additional when-issued commitments will be made if more than 20% of the fund’s net assets would be so committed.

Stand-By Commitments. The fund may acquire “stand-by commitments” with respect to municipal obligations held in its portfolio. Under a stand-by commitment the fund obligates a broker, dealer or bank to repurchase, at the fund’s option, specified securities at a specified price and, in this respect, stand-by commitments are comparable to put options. The exercise of a stand-by commitment, therefore, is subject to the ability of the seller to make payment on demand. The fund will acquire stand-by commitments solely to facilitate portfolio liquidity and does not intend to exercise its rights thereunder for trading purposes. The fund anticipates that stand-by commitments will be available from brokers, dealers and banks without the payment of any direct or indirect consideration. The fund may pay for stand-by commitments if such action is deemed necessary, thus increasing to a degree the cost of the underlying municipal obligation and similarly decreasing such security’s yield to investors.

Use of Derivatives. The fund may invest in, or enter into, certain types of derivatives, such as futures, options and swap transactions, including interest rate swaps, interest rate locks, caps, collars and floors, for a variety of reasons, including to increase current income, reduce fluctuations in net asset value and protect against a decline in the value of municipal obligations held by the fund or an increase in the price of municipal obligations the fund proposes to purchase in the future. The fund’s ability to engage in certain derivative transactions may be limited as a condition to S&P’s “AAA” rating of the fund’s APS. The fund will limit its use of derivatives that do not constitute municipal obligations to 20% of its net assets.

The fund may purchase call and put options and may write (i.e., sell) covered call and put option contracts on specific municipal obligations. The fund generally would purchase these call options to protect the fund from the issuer of the related municipal obligation redeeming, or other holder of the call option from calling away, the municipal obligation before maturity. The sale by the fund of a call option it owns on a specific municipal obligation could result in the receipt of taxable income by the fund.

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A futures contract is an agreement between two parties to buy and sell a security for a set price on a future date. These contracts are traded on exchanges, so that, in most cases, either party can close out its position on the exchange for cash, without delivering the security. An option on a futures contract gives the holder of the option the right to buy from or sell to the writer of the option a position in a futures contract at a specified price on or before a specified expiration date. The fund may invest in futures contracts and options on futures contracts, including those with respect to interest rates, securities, and security indexes. The fund may enter into futures contracts and options thereon in U.S. domestic markets. Futures contracts may be based on various debt securities and securities indexes (such as the Municipal Bond Index traded on the Chicago Board of Trade).

The fund may enter into interest rate swaps and interest rate locks and purchase and sell interest rate caps, collars and floors. Swap transactions may be individually negotiated and include exposure to a variety of different interest rates. Swaps involve two parties exchanging a series of cash flows at specified intervals. In the case of an interest rate swap, the parties exchange interest payments based upon an agreed upon principal amount (referred to as the “notional principal amount”). Under the most basic scenario, Party A would pay a fixed rate on the notional principal amount to Party B, which would pay a floating rate on the same notional principal amount to Party A. Swap agreements can take many forms and are known by a variety of names.

In a typical cap or floor agreement, one party agrees to make payments only under specified circumstances, usually in return for payment of a fee by the other party. An interest rate collar combines elements of buying a cap and selling a floor. In a typical interest rate lock transaction, if Party A desires to lock in a particular interest rate on a given date it may enter into an agreement to pay, or receive a payment from, Party B based on the yield of a reference index or security. At the maturity of the term of the agreement, one party makes a payment to the other party as determined by the relative change in the yield of the reference index or security. An interest rate lock transaction may be terminated prior to its stated maturity date by calculating the payment due as of the termination date, which generally differs from the make-whole provisions for an early termination of an interest rate swap transaction in which the party terminating the swap early is required to give its counterparty the economic benefit of the transaction.

Depending on the circumstances, gains from a swap transaction will be treated either as ordinary income or as short- or long-term capital gains. The fund currently intends to enter into swap transactions on a “forward settlement” basis (settlement set out several months) and to close-out such transactions before the settlement date. This methodology should result in there being no exchange of income and, therefore, no taxable income to report. Any principal gain or loss at settlement would be a capital gain or loss.

The fund is operated by the Adviser in reliance on an exclusion, granted to operators of registered investment companies such as the fund, from registration as a “commodity pool operator” with respect to the fund under the Commodity Exchange Act (“CEA”) and, therefore is not subject to registration or regulation with respect to the fund under

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ADDITIONAL INFORMATION (Unaudited) (continued)

the CEA. The fund may be limited in its ability to use commodity futures or options thereon, engage in certain swap transactions or make certain other investments if the Adviser continues to claim the exclusion from the definition of “commodity pool operator” with respect to the fund.

Inverse Floating Rate Securities. The fund may invest in residual interest municipal obligations whose interest rates bear an inverse relationship to the interest rate on another security or the value of an index (“inverse floaters”). An investment in inverse floaters may involve greater risk than an investment in a fixed-rate bond. Because changes in the interest rate on the other security or index inversely affect the residual interest paid on the inverse floater, the value of an inverse floater is generally more volatile than that of a fixed-rate bond. Inverse floaters have interest rate adjustment formulas which generally reduce or, in the extreme, eliminate the interest paid to the fund when short term interest rates rise, and increase the interest paid to the fund when short term interest rates fall. Inverse floaters have varying degrees of liquidity, and the market for these securities is relatively volatile. These securities tend to underperform the market for fixed-rate bonds in a rising interest rate environment, but tend to outperform the market for fixed-rate bonds when interest rates decline. Shifts in long term interest rates may, however, alter this tendency. Although volatile, inverse floaters typically offer the potential for yields exceeding the yields available on fixed-rate bonds with comparable credit quality, coupon, call provisions and maturity. These securities usually permit the investor to convert the floating-rate to a fixed- rate (normally adjusted downward), and this optional conversion feature may provide a partial hedge against rising rates if exercised at an opportune time.

Investments in Investment Companies. The fund may invest in securities of other investment companies to the extent permitted under the Act.

Use of Leverage. The fund utilizes leverage to seek to enhance the yield and net asset value of its Common Stock. These objectives cannot be achieved in all interest rate environments. To leverage, the fund issues APS and floating rate certificate securities, which pay dividends or interest at prevailing short-term interest rates, and invests the proceeds in long-term municipal bonds. The interest earned on these investments is paid to Common Shareholders in the form of dividends, and the value of these portfolio holdings is reflected in the per share net asset value of the fund’s Common Stock. In order for either of these forms of leverage to benefit Common Shareholders, the yield curve must be positively sloped: that is, short-term interest rates must be lower than long-term interest rates. At the same time, a period of generally declining interest rates will benefit Common Shareholders. If either of these conditions change along with other factors that may have an effect on APS dividends or floating rate certificate securities, then the risk of leveraging will begin to outweigh the benefits.

Principal Risk Factors

The fund is a diversified, closed-end management investment company designed primarily as a long-term investment and not as a short-term trading vehicle. The fund is not intended to be a complete investment program and, due to the uncertainty inherent

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in all investments, there can be no assurance that the fund will achieve its investment objective. Different risks may be more significant at different times depending on market conditions.

Municipal Obligations Risk. The amount of public information available about municipal obligations is generally less than that for corporate equities or bonds. Special factors, such as legislative changes, and state and local economic and business developments, may adversely affect the yield and/or value of the fund’s investments in municipal obligations. Other factors include the general conditions of the municipal obligations market, the size of the particular offering, and the maturity of the obligation and the rating of the issue. The municipal obligations market can be susceptible to increases in volatility and decreases in liquidity. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates), which are at or near historic lows in the United States. During periods of reduced market liquidity, the fund may not be able to readily sell municipal obligations at prices at or near their perceived value. Changes in economic, business or political conditions relating to a particular municipal project, municipality, or state, territory or possession of the United States in which the fund invests may have an impact on the fund’s net asset value per share of Common Stock. A credit rating downgrade relating to, default by, or insolvency or bankruptcy of, one or several municipal security issuers of a state, territory or possession of the United States in which the fund invests could affect the market values and marketability of many or all municipal securities of such state, territory or possession.

In addition, the fund may invest up to 50% of its net assets in below investment grade municipal obligations. Below investment grade municipal obligations (commonly referred to as “high yield” or “junk” bonds) involve substantial risk of loss and are considered predominantly speculative with respect to the issuer’s or obligor’s ability to pay interest and repay principal and are susceptible to default or decline in market value due to adverse economic and business developments. The market values for high yield municipal obligations tend to be very volatile, and those bonds are less liquid than investment grade municipal obligations.

Because there is no established retail secondary market for many of these municipal obligations, it may be anticipated that such obligations could be sold only to a limited number of dealers or institutional investors. To the extent a secondary trading market for these obligations does exist, it generally is not as liquid as the secondary market for higher-rated municipal obligations. The lack of a liquid secondary market may have an adverse impact on market price and yield and the fund’s ability to dispose of particular issues in response to a specific economic event such as a deterioration in the creditworthiness of the issuer. The lack of a liquid secondary market for certain municipal obligations also may make it more difficult for the fund to obtain accurate market quotations for purposes of valuing the fund’s portfolio and calculating its net asset value. In such cases, the Adviser’s judgment may play a greater role in valuation because less reliable, objective data may be available.

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ADDITIONAL INFORMATION (Unaudited) (continued)

Call Risk. Some municipal obligations give the issuer the option to “call,” or prepay, the securities before their maturity date. If interest rates fall, it is possible that issuers of callable bonds with high interest coupons will call their bonds. If a call were exercised by the issuer of a bond held by the fund during a period of declining interest rates, the fund is likely to replace such called bond with a lower yielding bond. If that were to happen, it could decrease the fund’s distributions and possibly could affect the market price of the Common Stock. Similar risks exist when the fund invests the proceeds from matured, traded or prepaid bonds at market interest rates that are below the fund’s current earnings rate. A decline in income could affect the market price or overall return of the Common Stock. During periods of market illiquidity or rising interest rates, prices of “callable” issues are subject to increased price fluctuation.

Credit Risk. Credit risk is the risk that one or more municipal bonds in the fund’s portfolio will decline in price, or the issuer or obligor thereof will fail to pay interest or repay principal when due, because the issuer or obligor experiences a decline or there is a perception of a decline in its financial status. Below investment grade municipal obligations involve greater credit risk than investment grade municipal obligations. In addition, sizable investments by the fund in revenue obligations could involve an increased risk to the fund should any of the related facilities experience financial difficulties.

Interest Rate Risk. Prices of municipal obligations and other fixed-income securities tend to move inversely with changes in interest rates. Typically, a rise in rates will adversely affect fixed-income securities and, accordingly, will cause the value of the fund’s investments in these securities to decline. During periods of very low interest rates, which occur from time to time due to market forces or actions of governments and/or their central banks, including the Board of Governors of the Federal Reserve System in the U.S., the fund may be subject to a greater risk of principal decline from rising interest rates. When interest rates fall, the values of already-issued fixed-income securities generally rise. However, when interest rates fall, the fund’s investments in new securities may be at lower yields and may reduce the fund’s income. The magnitude of these fluctuations in the market price of fixed-income securities is generally greater for securities with longer effective maturities and durations because such instruments do not mature, reset interest rates or become callable for longer periods of time. The change in the value of a fixed-income security or portfolio can be approximated by multiplying its duration by a change in interest rates. For example, the market price of a fixed-income security with a duration of three years would be expected to decline 3% if interest rates rose 1%. Conversely, the market price of the same security would be expected to increase 3% if interest rates fell 1%. Interest rates in the United States currently are at or near historic lows due to market forces and actions of the Board of Governors of the Federal Reserve System in the U.S., primarily in response to the novel coronavirus (COVID-19) pandemic and resultant market disruptions. Changing interest rates, including rates that fall below zero, may have unpredictable effects on markets, may result in heightened market volatility and may detract from fund performance.

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Tax Risk. To be tax-exempt, municipal obligations generally must meet certain regulatory requirements. Although the fund will invest in municipal obligations that pay income that is exempt, in the opinion of counsel to the issuer (or on the basis of other authority believed by the Adviser to be reliable), from regular federal income tax, if any such municipal obligation fails to meet these regulatory requirements, the income received by the fund from its investment in such obligations and distributed by the fund to Common Shareholders will be taxable. Changes or proposed changes in federal tax laws may cause the prices of municipal obligations to fall. In addition, the federal income tax treatment of payments in respect of certain derivatives contracts is unclear. Common Shareholders may receive distributions that are attributable to derivatives contracts that are treated as ordinary income for federal income tax purposes.

Liquidity Risk. When there is little or no active trading market for specific types of securities, it can become more difficult to sell the securities in a timely manner at or near their perceived value. In such a market, the value of such securities and the fund’s net asset value per share of Common Stock may fall dramatically, even during periods of declining interest rates. Other market developments can adversely affect fixed-income securities markets. Regulations and business practices, for example, have led some financial intermediaries to curtail their capacity to engage in trading (i.e., “market making”) activities for certain fixed-income securities, which could have the potential to decrease liquidity and increase volatility in the fixed-income securities markets. The secondary market for certain municipal obligations tends to be less well developed or liquid than many other securities markets, which may adversely affect the fund’s ability to sell such municipal obligations at attractive prices. Investments that are illiquid or that trade in lower volumes may be more difficult to value. Liquidity can decline unpredictably in response to overall economic conditions or credit tightening. Increases in volatility and decreases in liquidity may be caused by a rise in interest rates (or the expectation of a rise in interest rates).

When-Issued Securities Risk. When purchasing a security on a forward commitment basis, the fund assumes the rights and risks of ownership of the security, including the risk of price and yield fluctuations. Because the fund is not required to pay for these securities until the delivery date, these risks are in addition to the risks associated with the fund’s other investments. Securities purchased on a forward commitment, when-issued or delayed-delivery basis are subject to changes in value (generally appreciating when interest rates decline and depreciating when interest rates rise) based upon the public’s perception of the creditworthiness of the issuer and changes, real or anticipated, in the level of interest rates. Securities purchased on a forward commitment, when-issued or delayed-delivery basis may expose the fund to risks because they may experience such fluctuations prior to their actual delivery.

Use of Derivatives Risk. Derivatives can be volatile and involve various types and degrees of risk, depending upon the characteristics of the particular derivative and the portfolio as a whole. Derivatives permit the fund to increase or decrease the level of risk, or change the character of the risk, to which its portfolio is exposed in much the same way as the fund can increase or decrease the level of risk, or change the character of the risk,

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ADDITIONAL INFORMATION (Unaudited) (continued)

of its portfolio by making investments in specific securities. However, derivatives may entail investment exposures that are greater than their cost would suggest, meaning that a small investment in derivatives could have a large potential impact on the fund’s performance. If the fund invests in derivatives at inopportune times or judges market conditions incorrectly, such investments may lower the fund’s return or result in a loss. The fund also could experience losses if its derivatives were poorly correlated with the underlying instruments or the fund’s other investments, or if the fund were unable to liquidate its position because of an illiquid secondary market. The market for many derivatives is, or suddenly can become, illiquid. Although the fund intends to purchase or sell futures contracts or options only if there is an active market for such contracts or options, no assurance can be given that a liquid market will exist for any particular contract or option at any particular time. Changes in liquidity may result in significant, rapid and unpredictable changes in the prices for derivatives. If a derivative transaction is particularly large or if the relevant market is illiquid, it may not be possible to initiate a transaction or liquidate a position at an advantageous time or price. Additionally, some derivatives the fund may use may involve economic leverage, which may increase the volatility of these instruments as they may increase or decrease in value more quickly than the underlying security, index, futures contract, or other economic variable.

Derivatives may be purchased on established exchanges or through privately negotiated transactions referred to as over-the-counter derivatives. Exchange-traded derivatives, such as futures contracts and certain options, generally are guaranteed by the clearing agency that is the issuer or counterparty to such derivatives. This guarantee usually is supported by a daily variation margin system operated by the clearing agency in order to reduce overall credit risk. As a result, unless the clearing agency defaults, there is relatively little counterparty credit risk associated with derivatives purchased on an exchange. In contrast, no clearing agency guarantees over-the-counter derivatives, including some options and most swap agreements, and, therefore, there is a risk the counterparty will default. Accordingly, the Adviser will consider the creditworthiness of counterparties to over-the-counter derivatives in the same manner as it would review the credit quality of a security to be purchased by the fund. If there were a default by the other party to such transaction the fund would have to rely on its contractual remedies (which may be limited by bankruptcy, insolvency or similar laws) pursuant to the agreement relating to the transaction. Over-the-counter derivatives are less liquid than exchange-traded derivatives since the other party to the transaction may be the only investor with sufficient understanding of the derivative to be interested in bidding for it. In addition, mandatory margin requirements have been imposed on over-the-counter derivative instruments, which will add to the costs of such transactions.

Options and futures contracts prices can diverge from the prices of their underlying instruments. Options and futures contracts prices are affected by such factors as current and anticipated short-term interest rates, changes in volatility of the underlying instrument, and the time remaining until expiration of the contract, which may not affect the prices of the underlying instruments in the same way. Imperfect correlation may also result from differing levels of demand in the options and futures markets and the securities markets, from structural differences in how options and futures and

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securities are traded, or from imposition of daily price fluctuation limits or trading halts. If price changes in the fund’s options or futures positions used for hedging purposes are poorly correlated with the investments the fund is attempting to hedge, the options or futures positions may fail to produce anticipated gains or result in losses that are not offset by gains in other investments.

Engaging in futures transactions involves risk of loss to the fund which could adversely affect the fund’s net asset value. No assurance can be given that a liquid market will exist for any particular contract at any particular time. Many futures exchanges and boards of trade limit the amount of fluctuation permitted in futures contract prices during a single trading day. Once the daily limit has been reached in a particular contract, no trades may be made that day at a price beyond that limit or trading may be suspended for specified periods during the trading day. Futures contract prices could move to the limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and potentially leading to substantial losses.

The use of interest rate swaps and caps is a highly specialized activity that involves investment techniques and risks different from those associated with ordinary portfolio security transactions. Depending on the state of interest rates in general, the fund’s use of interest rate swaps or caps could enhance or harm the overall performance of the fund. To the extent there is a decline in interest rates, the value of the interest rate swap or cap could decline, and could result in a decline in the fund’s net asset value. In addition, if short-term interest rates are lower than the fund’s rate of payment on the interest rate swap, this will reduce the performance of the fund. If, on the other hand, short-term interest rates are higher than the fund’s rate of payment on the interest rate swap, this will enhance the performance of the fund.

It is possible that developments in the derivatives markets, including potential government regulation, could adversely affect the ability to terminate existing derivatives positions or to realize amounts to be received in such transactions. In particular, prior to the recent global financial crisis, the swaps market was largely an unregulated market. It is possible that developments in the swaps market, including new regulatory requirements, could limit or prevent the fund’s ability to utilize swap agreements or options on swaps as part of its investment strategy, terminate existing swap agreements or realize amounts to be received under such agreements, which could negatively affect the fund. In particular, the Dodd-Frank Act resulted in new clearing and exchange-trading requirements for swaps and other over-the-counter derivatives. The Dodd-Frank Act also requires the Commodities Futures Trading Commission (“CFTC”) and/or the SEC, in consultation with banking regulators, to establish capital requirements for swap dealers and major swap participants as well as requirements for margin on over-the-counter derivatives, including swaps. Many provisions of the Dodd-Frank Act have either already been implemented through rulemaking by the CFTC and/or the SEC or must be implemented through future rulemaking by those and other federal agencies, and all regulatory or legislative activity may not necessarily have a direct, immediate effect upon the fund. However, compliance with these rules could

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ADDITIONAL INFORMATION (Unaudited) (continued)

potentially limit or completely restrict the ability of the fund to use certain derivatives as a part of its investment strategy, increase the cost of entering into derivatives transactions or require more assets of the fund to be used for collateral in support of those derivatives than is currently the case. Limits or restrictions applicable to the counterparties with which the fund engages in derivative transactions also could prevent the fund from using derivatives or affect the pricing or other factors relating to these transactions, or may change the availability of certain derivatives.

Some derivatives may involve leverage (e.g., an instrument linked to the value of a securities index may return income calculated as a multiple of the price movement of the underlying index). This economic leverage will increase the volatility of these instruments as they may increase or decrease in value more quickly than the underlying security, index, futures contract, currency or other economic variable. Currently, the fund may segregate permissible liquid assets, or engage in other measures approved by the SEC or its staff, to “cover” the fund’s obligations relating to its transactions in derivatives. Where permitted, by setting aside assets equal to only its net obligations under cash-settled derivatives, the fund may employ leverage to a greater extent than if the fund were required to segregate assets equal to the full notional value of such contracts. These coverage practices also might impair the fund’s ability to sell a portfolio security, meet current obligations or make an investment at a time when it would otherwise be favorable to do so, or require that the fund sell a portfolio security at a disadvantageous time.

The SEC recently adopted Rule 18f-4 under the Act, which will regulate the use of derivatives by the fund and is effective in August 2022. Under the new rule, the fund may be required to establish a comprehensive derivatives risk management program, to comply with certain value-at-risk based leverage limits, to appoint a derivatives risk manager and to provide additional disclosure both publicly and to the SEC regarding its derivatives positions. Compliance with the new rule by the fund could, among other things, make derivatives more costly, limit their availability or utility or otherwise adversely affect their performance. The new rule may limit the fund’s ability to use derivatives as part of its investment strategy.

Leverage Risk. Leverage is a speculative technique and there are special risks and costs associated with leveraging. There is no assurance that leveraging strategy will be successful. Leverage involves risks and special considerations for Common Shareholders, including: the likelihood of greater volatility of net asset value, market price and dividend rate of Common Stock than a comparable portfolio without leverage; the risk that fluctuations in the interest or dividend rates that the fund must pay on any leverage will reduce the return to Common Shareholders; the effect of leverage in a declining market, which is likely to cause a greater decline in the net asset value of Common Stock than if the fund were not leveraged, which may result in a greater decline in the market price of Common Stock.

Market Risk. The value of the securities in which the fund invests may be affected by political, regulatory, economic and social developments, and developments that impact specific economic sectors, industries or segments of the market. In addition, turbulence

56

 

in financial markets and reduced liquidity in equity, credit and/or fixed income markets may negatively affect many issuers, which could adversely affect the fund. Global economies and financial markets are becoming increasingly interconnected, and conditions and events in one country, region or financial market may adversely impact issuers in a different country, region or financial market. These risks may be magnified if certain events or developments adversely interrupt the global supply chain; in these and other circumstances, such risks might affect companies worldwide. Recent examples include pandemic risks related to COVID-19 and aggressive measures taken worldwide in response by governments, including closing borders, restricting international and domestic travel, and the imposition of prolonged quarantines of large populations, and by businesses, including changes to operations and reducing staff. The effects of COVID-19 have contributed to increased volatility in global markets and will likely affect certain countries, companies, industries and market sectors more dramatically than others. The COVID-19 pandemic has had, and any other outbreak of an infectious disease or other serious public health concern could have, a significant negative impact on economic and market conditions and could trigger a prolonged period of global economic slowdown. To the extent the fund may overweight its investments in certain countries, companies, industries or market sectors, such positions will increase the fund’s exposure to risk of loss from adverse developments affecting those countries, companies, industries or sectors.

Risk of Market Price Discount from Net Asset Value. Shares of closed-end funds frequently trade at a market price that is below their net asset value. This is commonly referred to as “trading at a discount.” This characteristic of shares of closed-end funds is a risk separate and distinct from the risk that the fund’s net asset value may decrease.

Whether Common Shareholders will realize a gain or loss upon the sale of Common Stock will depend upon whether the market value of Common Stock at the time of sale is above or below the price the Common Shareholder paid, taking into account transaction costs, for Common Stock and is not directly dependent upon the fund’s net asset value. Because the market value of Common Stock will be determined by factors such as the relative demand for and supply of Common Stock in the market, general market conditions and other factors beyond the control of the fund, the fund cannot predict whether its Common Stock will trade at, below or above net asset value, or below or above the initial offering price for such Common Stock.

Management Risk. The fund is subject to management risk because the Adviser actively manages the fund. The Adviser and the fund’s portfolio managers will apply investment techniques and risk analyses in making investment decisions for the fund, but there can be no guarantee that these will produce the desired results.

Cybersecurity Risk. The fund and its service providers are susceptible to operational and information security risks due to cybersecurity incidents. In general, cybersecurity incidents can result from deliberate attacks or unintentional events. Cybersecurity attacks include, but are not limited to, gaining unauthorized access to digital systems (e.g., through “hacking” or malicious software coding) for purposes of misappropriating assets or sensitive information, corrupting data or causing operational disruption. Cyber

57

 

ADDITIONAL INFORMATION (Unaudited) (continued)

attacks also may be carried out in a manner that does not require gaining unauthorized access, such as causing denial-of-service attacks on websites (i.e., efforts to make services unavailable to intended users). Cybersecurity incidents affecting the Adviser or other service providers, as well as financial intermediaries, have the ability to cause disruptions and impact business operations, potentially resulting in financial losses, including by interference with the fund’s ability to calculate its net asset value; impediments to trading for the fund’s portfolio; the inability of Common Shareholders to transact business with the fund; violations of applicable privacy, data security or other laws; regulatory fines and penalties; reputational damage; reimbursement or other compensation or remediation costs; legal fees; or additional compliance costs. Similar adverse consequences could result from cybersecurity incidents affecting issuers of securities in which the fund invests, counterparties with which the fund engages in transactions, governmental and other regulatory authorities, exchange and other financial market operators, banks, brokers, dealers, insurance companies and other financial institutions and other parties. While information risk management systems and business continuity plans have been developed which are designed to reduce the risks associated with cybersecurity, there are inherent limitations in any cybersecurity risk management systems or business continuity plans, including the possibility that certain risks have not been identified.

Given the risks described above, an investment in Common Stock may not be appropriate for all investors. You should carefully consider your ability to assume these risks before making an investment in the fund.

Recent Changes

The following information in this annual report is a summary of certain changes since September 30, 2020. This information may not reflect all of the changes that have occurred since you purchased the fund.

The fund has updated certain of its principal risk factors to reflect the risks associated with the COVID-19 pandemic, cybersecurity and new Rule 18f-4 under the Act.

During the period ended September 30, 2021, except as noted above, there were: (i) no material changes in the fund’s investment objectives or policies that have not been approved by shareholders, (ii) no changes in the fund’s charter or by-laws that would delay or prevent a change of control of the fund that have not been approved by shareholders, (iii) no material changes to the principal risk factors associated with investment in the fund, and (iv) no change in the persons primarily responsible for the day-to-day management of the fund’s portfolio.

58

 

IMPORTANT TAX INFORMATION (Unaudited)

In accordance with federal tax law, the fund hereby reports all the dividends paid from investment income-net during its fiscal year ended September 30, 2021 as “exempt-interest dividends” (not generally subject to regular Federal income tax), except $233,521 that is being reported as an ordinary income distribution for reporting purposes. Where required by federal tax law rules, shareholders will receive notification of their portion of the fund’s taxable ordinary dividends (if any), capital gains distributions (if any) and tax-exempt dividends paid for the 2021 calendar year on Form 1099-DIV, which will be mailed in early 2022.

59

 

PROXY RESULTS (Unaudited)

Common Shareholders and holders of APS voted together as a single class (except as noted below) on the following proposal presented at the annual shareholders’ meeting held on June 16, 2021.

     

 

 

Shares

  

For

 

Authority Withheld

To elect three Class III Directors:

   
 

Joan L. Gulley

46,893,653

 

1,815,190

 

Burton N. Wallack

46,331,458

 

2,377,385

 

Benaree Pratt Wiley††

188

 

2,371

 The term of the Class III Director expires in 2024.

†† Elected solely by APS holders; Common Shareholders not entitled to vote.

60

 

INFORMATION ABOUT THE APPROVAL OF THE FUND’S MANAGEMENT AGREEMENT AND THE APPROVAL OF THE SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited)

At a meeting of the fund’s Board of Directors held on May 10, 2021 (the “Meeting”), the Board discussed with representatives of the Adviser plans to realign Mellon Investments Corporation’s (“Mellon”) fixed-income capabilities with Insight North America LLC (“INA”) (the “Firm Realignment”), with such realignment scheduled to occur, subject to regulatory requirements, in the third quarter of 2021 (the “Effective Date”). The Adviser noted that, as a result of the Firm Realignment, the portfolio managers who are currently responsible for managing the investments of the fund as employees of Mellon in a dual employment arrangement with the Adviser, will become employees of INA as of the Effective Date. Consequently, the Adviser proposed to engage INA to serve as the fund’s sub-investment adviser, pursuant to a sub-investment advisory agreement between the Adviser and INA (the “New Sub-Advisory Agreement”), to be effective on the Effective Date. In addition, the Adviser proposed amending the fund’s current management agreement (the “Current Management Agreement”) to more clearly reflect the Adviser’s ability to employ one or more sub-investment advisers to manage the fund on a day-to-day basis and the Adviser’s responsibility to oversee and supervise any such sub-investment adviser, and to reflect the engagement of INA as sub-investment adviser to the fund (as proposed to be amended, the “Amended Management Agreement”), to be effective on the Effective Date.

At the Meeting, the Adviser recommended the approval of the New Sub-Advisory Agreement, pursuant to which INA would serve as sub-investment adviser to the fund, and the Amended Management Agreement. The recommendation for the approval of the New Sub-Advisory Agreement and the Amended Management Agreement was based on the following considerations, among others: (i) approval of the New Sub-Advisory Agreement and the Amended Management Agreement would permit the fund’s current portfolio managers to continue to be responsible for the day-to-day management of the fund’s portfolio after the Effective Date as employees of INA; (ii) there will be no material changes to the fund’s investment objective, strategies or policies, no reduction in the nature or level of services provided to the fund, and no increases in the management fee payable by the fund as a result of the proposed changes to the investment advisory arrangements; and (iii) the Adviser (and not the fund) will pay INA for its sub-investment advisory services. The Board also considered the fact that the Adviser stated that it believes there are no material changes to the information the Board had previously considered at a Board meeting on November 2-3, 2020 (the “15(c) Meeting”), at which the Board re-approved the Current Management Agreement for the ensuing year, other than the information about the Firm Realignment and INA.

At the Meeting, the Board members, a majority of whom are not “interested persons” (as defined in the Investment Company Act of 1940, as amended (the “1940 Act”)) of the fund (the “Independent Directors”), considered and approved the New Sub-Advisory Agreement and the Amended Management Agreement. In determining whether to approve the New Sub-Advisory Agreement and the Amended Management Agreement, the Board considered the materials prepared by the Adviser received in

61

 

INFORMATION ABOUT THE APPROVAL OF THE FUND’S MANAGEMENT AGREEMENT AND THE APPROVAL OF THE SUB-INVESTMENT ADVISORY AGREEMENT (Unaudited) (continued)

advance of the Meeting and other information presented at the Meeting, which included: (i) a form of the New Sub-Advisory Agreement and a form of the Amended Management Agreement; (ii) information regarding the Firm Realignment and how it is expected to enhance investment capabilities; (iii) information regarding INA; and (iv) an opinion of counsel that the proposed changes to the investment advisory arrangements would not result in an “assignment” of the Current Management Agreement under the 1940 Act and the Investment Advisers Act of 1940, as amended, and, therefore, do not require the approval of fund shareholders. The Board also considered the substance of discussions with representatives of the Adviser at the Meeting and the 15(c) Meeting.

Nature, Extent and Quality of Services to be Provided. In examining the nature, extent and quality of the services that were expected to be provided by INA to the fund under the New Sub-Advisory Agreement, the Board considered: (i) INA’s organization, qualification and background, as well as the qualifications of its personnel; (ii) the expertise of the personnel providing portfolio management services, which would remain the same after the Effective Date; and (iii) the investment strategy for the fund, which would remain the same after the Effective Date. The Board also considered the review process undertaken by the Adviser and the Adviser’s favorable assessment of the nature and quality of the sub-investment advisory services expected to be provided to the fund by INA after the Effective Date. Based on their consideration and review of the foregoing information, the Board concluded that the nature, extent and quality of the sub-investment advisory services to be provided by INA under the New Sub-Advisory Agreement, as well as INA’s ability to render such services based on its resources and the experience of the investment team, which will include the fund’s current portfolio managers, were adequate and appropriate for the fund in light of the fund’s investment objective, and supported a decision to approve the New Sub-Advisory Agreement. The Board also considered, as it related to the Amended Management Agreement, that the nature, extent and quality of the services that are provided by the Adviser are expected to remain the same, including the Adviser’s extensive administrative, accounting and compliance infrastructures, as well as the Adviser’s supervisory activities over the fund’s portfolio management personnel.

Investment Performance. The Board had considered the fund’s investment performance and that of the investment team managing the fund’s portfolio at the 15(c) Meeting (including comparative data provided by Broadridge Financial Solutions, Inc.). The Board considered the performance and that the same investment professionals would continue to manage the fund’s assets after the Effective Date, as factors in evaluating the services to be provided by INA under the New Sub-Advisory Agreement after the Effective Date, and determined that these factors, when viewed together with the other factors considered by the Board, supported a decision to approve the New Sub-Advisory Agreement and the Amended Management Agreement.

Costs of Services to be Provided and Profitability. The Board considered the proposed fee payable under the New Sub-Advisory Agreement, noting that the proposed fee would be paid by the Adviser and, thus, would not impact the fees paid by the fund or the Adviser’s profitability. The Board considered the fee payable to INA in relation to

62

 

the fee paid to the Adviser by the fund and the respective services provided by INA and the Adviser. The Board recognized that, because INA’s fee would be paid by the Adviser, and not the fund, an analysis of profitability was more appropriate in the context of the Board’s consideration of the fund’s Current Management Agreement, and that the Board had received and considered a profitability analysis of the Adviser and its affiliates, including INA, at the 15(c) Meeting. The Board concluded that the proposed fee payable to INA by the Adviser was appropriate and the Adviser’s profitability was not excessive in light of the nature, extent and quality of the services to be provided to the fund by the Adviser under the Amended Management Agreement and INA under the New Sub-Advisory Agreement.

Economies of Scale to be Realized. The Board recognized that, because the fee payable to INA would be paid by the Adviser, and not the fund, an analysis of economies of scale was more appropriate in the context of the Board’s consideration of the Current Management Agreement, which had been done at the 15(c) Meeting. At the 15(c) Meeting, the Board determined that the economies of scale which may accrue to the Adviser and its affiliates in connection with the management of the fund had been adequately considered by the Adviser in connection with the fee rate charged to the fund pursuant to the Current Management Agreement and that, to the extent in the future it were determined that material economies of scale had not been shared with the fund, the Board would seek to have those economies of scale shared with the fund.

The Board also considered whether there were any ancillary benefits that would accrue to INA as a result of its relationship with the fund, and such ancillary benefits, if any, were determined to be reasonable.

In considering the materials and information described above, the Independent Directors received assistance from, and met separately with, their independent legal counsel, and were provided with a written description of their statutory responsibilities and the legal standards that are applicable to the approval of investment advisory and sub-investment advisory agreements.

After full consideration of the factors discussed above, with no single factor identified as being of paramount importance, the Board members, a majority of whom are Independent Directors, with the assistance of independent legal counsel, approved the New Sub-Advisory Agreement and Amended Management Agreement for the fund effective as of the Effective Date.

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BOARD MEMBERS INFORMATION (Unaudited)

Independent Board Members

Joseph S. DiMartino (77)

Chairman of the Board (1995)

Current term expires in 2022.

Principal Occupation During Past 5 Years:

· Director and Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as described in the fund’s Statement of Additional Information) (1995-Present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (1997-Present)

No. of Portfolios for which Board Member Serves: 97

———————

Joni Evans (79)

Board Member (2007)

Current term expires in 2022.

Principal Occupation During Past 5 Years:

· www.wowOwow.com, an online community dedicated to women’s conversations and publications, Chief Executive Officer (2007-2019)

· Joni Evans Ltd. publishing, Principal (2006-2019)

No. of Portfolios for which Board Member Serves: 18

———————

Joan Gulley (74)

Board Member (2017)

Current term expires in 2024.

Principal Occupation During Past 5 Years:

· Nantucket Atheneum, public library, Chair (2018-June 2021) and Director (2015-June 2021)

· Orchard Island Club, golf and beach club, Governor (2016-Present)

No. of Portfolios for which Board Member Serves: 43

———————

64

 

Alan H. Howard (62)

Board Member (2018)

Current term expires in 2023.

Principal Occupation During Past 5 Years:

· 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 (2012-2019); and Board Member of its two operating subsidiaries, Dynatech International LLC and Military Parts Exchange LLC (2012-2019), including Chief Executive Officer of an operating subsidiary, Dynatech International LLC (2013-2019)

· Rossoff & Co., an independent investment banking firm, Senior Advisor (2013-June 2021)

Other Public Company Board Memberships During Past 5 Years:

· 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 (March 2020-April 2021)

No. of Portfolios for which Board Member Serves: 18

———————

Robin A. Melvin (58)

Board Member (1995)

Current term expires in 2023.

Principal Occupation During Past 5 Years:

· Westover School, a private girls’ boarding school in Middlebury, Connecticut, Trustee (2019-Present)

· Mentor Illinois, a non-profit organization dedicated to increasing the quality of mentoring services in Illinois. Co-Chair (2014–2020); Board Member, Mentor Illinois (2013-2020)

· JDRF, a non-profit juvenile diabetes research foundation, Board Member (June 2021-Present)

Other Public Company Board Memberships During Past 5 Years:

· HPS Corporate Lending Fund, a closed-end management investment company regulated as a business development company, Trustee (August 2021-Present)

No. of Portfolios for which Board Member Serves: 76

———————

Burton N. Wallack (70)

Board Member (2007)

Current term expires in 2024.

Principal Occupation During Past 5 Years:

Wallack Management Company, a real estate management company, President and Co-owner (1987-Present)

Other Public Company Board Memberships During Past 5 Years:

Mount Sinai Hospital Urology Board Member (2017-Present)

No. of Portfolios for which Board Member Serves: 18

———————

65

 

BOARD MEMBERS INFORMATION (Unaudited) (continued)

Benaree Pratt Wiley (75)

Board Member (1989)

Current term expires in 2024.

Principal Occupation During Past 5 Years:

· The Wiley Group, a firm specializing in strategy and business development. Principal (2005-Present)

Other Public Company Board Memberships During Past 5 Years:

· CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2008-Present)

· Blue Cross Blue Shield of Massachusetts Director (2004-2020)

No. of Portfolios for which Board Member Serves: 62

———————

The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street, New York, New York 10286.

Hodding Carter III, Emeritus Board Member
Gordon J. Davis, Emeritus Board Member
Ehud Houminer, Emeritus Board Member
Hans C. Mautner, Emeritus Board Member

66

 

OFFICERS OF THE FUND (Unaudited)

DAVID DIPETRILLO, President since January 2021.

Vice President and Director of Adviser since February 2021; Head of North America Product, BNY Mellon Investment Management since January 2018; Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017. He is an officer of 56 investment companies (comprised of 106 portfolios) managed by Adviser or an affiliate of Adviser. He is 43 years old and has been an employee of BNY Mellon since 2005.

JAMES WINDELS, Treasurer since November 2001.

Vice President of Adviser since September 2020; Director - BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 portfolios) managed by Adviser or an affiliate of Adviser. He is 63 years old and has been an employee of Adviser since April 1985.

PETER M. SULLIVAN, Chief Legal Officer since July 2021 and Vice President and Assistant Secretary since March 2019.

Chief Legal Officer of Adviser since July 2021, Associate General Counsel of BNY Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; Managing Counsel of BNY Mellon from March 2009 to December 2020, and an officer of 57 investment companies (comprised of 128 portfolios) managed by Adviser or an affiliate of Adviser. He is 53 years old and has been an employee of BNY Mellon since April 2004.

JAMES BITETTO, Vice President since August 2005 and Secretary since February 2018.

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; Secretary of Adviser, and an officer of 57 investment companies (comprised of 128 portfolios) managed by Adviser or an affiliate of Adviser. He is 55 years old and has been an employee of Adviser since December 1996.

DEIRDRE CUNNANE, Vice President and Assistant Secretary since March 2019.

Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by Adviser or an affiliate of Adviser. She is 31 years old and has been an employee of Adviser since August 2018.

SARAH S. KELLEHER, Vice President and Assistant Secretary since April 2014.

Senior Managing Counsel of BNY Mellon since September 2021, Managing Counsel from December 2017 to September 2021; Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by Adviser or an affiliate of Adviser. She is 46 years old and has been an employee of Adviser since March 2013.

JEFF PRUSNOFSKY, Vice President and Assistant Secretary since August 2005.

Senior Managing Counsel of BNY Mellon, and an officer of 57 investment companies (comprised of 128 portfolios) managed by Adviser or an affiliate of Adviser. He is 56 years old and has been an employee of Adviser since October 1990.

AMANDA QUINN, Vice President and Assistant Secretary since March 2020.

Counsel of BNY Mellon since June 2019; Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019; Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by Adviser or an affiliate of Adviser. She is 36 years old and has been an employee of Adviser since June 2019.

NATALYA ZELENSKY, Vice President and Assistant Secretary since March 2017.

Chief Compliance Officer (since August 2021) and Vice President and Assistant Secretary (since February 2020) of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer (since August 2021) and Vice President (since February 2020) of BNY Mellon ETF Trust; Managing Counsel (December 2019 to August 2021) and Counsel (May 2016 to December 2019) of BNY Mellon; Assistant Secretary of Adviser from April 2018 to August 2021. She is an officer of 57 investment companies (comprised of 128 portfolios) managed by Adviser or an affiliate of Adviser. She is 36 years old and has been an employee of BNY Mellon since May 2016.

GAVIN C. REILLY, Assistant Treasurer since December 2005.

Tax Manager-BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 portfolios) managed by Adviser or an affiliate of Adviser. He is 53 years old and has been an employee of Adviser since April 1991.

67

 

OFFICERS OF THE FUND (Unaudited) (continued)

ROBERT SALVIOLO, Assistant Treasurer since July 2007.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 portfolios) managed by Adviser or an affiliate of Adviser. He is 54 years old and has been an employee of Adviser since June 1989.

ROBERT SVAGNA, Assistant Treasurer since December 2002.

Senior Accounting Manager–BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 128 portfolios) managed by Adviser or an affiliate of Adviser. He is 54 years old and has been an employee of Adviser since November 1990.

JOSEPH W. CONNOLLY, Chief Compliance Officer since October 2004.

Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004, Chief Compliance Officer of Adviser from 2004 until June 2021. He is an officer of 56 investment companies (comprised of 119 portfolios) managed by Adviser. He is 64 years old.

68

 

OFFICERS AND DIRECTORS
BNY Mellon Strategic Municipals, Inc.

240 Greenwich Street
New York, NY 10286

    

  Directors

 

Officers (continued)

 

Joseph S. DiMartino, Chairman

 

Assistant Treasurers (continued)

 

Joni Evans

 

Robert Salviolo

 

Joan Gulley

 

Robert Svagna

 

Alan H. Howard

 

Chief Compliance Officer

 

Robin A. Melvin

 

Joseph W. Connolly

 

Burton N. Wallack

 

Portfolio Managers

 

Benaree Pratt Wiley

 

Daniel A. Rabasco

 

Elected by APS Holders

 

Jeffrey B. Burger

 

Officers

   

President

   

David DiPetrillo

 

Adviser

 

Chief Legal Officer

 

BNY Mellon Investment Adviser, Inc.

 

Peter M. Sullivan

 

Custodian

 

Vice President and Secretary

 

The Bank of New York Mellon

 

James Bitetto

 

Counsel

 

Vice President and Secretaries

 

Proskauer Rose LLP

 

Deirdre Cunnane

 

Transfer Agent,

 

Sarah S. Kelleher

 

Dividend Disbursing Agent

 

Jeff Prusnofsky

 

and Registrar

 

Amanda Quinn

 

Computershare Inc.

 

Natalya Zelensky

 

(Common Stock)

 

Treasurer

 

Deutsche Bank Trust Company America

 

James Windels

 

(Auction Preferred Stock)

 

Assistant Treasurers

 

Auction Agent

 

Gavin C. Reilly

 

Deutsche Bank Trust Company America

 
  

(Auction Preferred Stock)

 
  

Stock Exchange Listing

 
  

NYSE Symbol: LEO

 
  

Initial SEC Effective Date

 
  

9/23/87

 
    

The fund’s net asset value per share appears in the following publications: Barron’s, Closed-End Bond Funds section under the heading “Municipal Bond Funds” every Monday; and The Wall Street Journal, Mutual Funds section under the heading “Closed-End Funds” every Monday.

Notice is hereby given in accordance with Section 23(c) of the Act that the fund may purchase shares of its Common Stock in the open market when it can do so at prices below the then current net asset value per share.

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For More Information

BNY Mellon Strategic Municipals, Inc.

240 Greenwich Street

New York, NY 10286

Adviser

BNY Mellon Investment Adviser, Inc.

240 Greenwich Street

New York, NY 10286

Sub-Adviser

Insight North America LLC

200 Park Avenue, 7th Floor

New York, NY 10166

Custodian

The Bank of New York Mellon

240 Greenwich Street

New York, NY 10286

Transfer Agent &
Registrar (Common Stock)

Computershare Inc.

480 Washington Boulevard

Jersey City, NJ 07310

Dividend Disbursing Agent (Common Stock)

Computershare Inc.

P.O. Box 30170

College Station, TX 77842

  

Ticker Symbol:

LEO

For more information about the fund, visit https://im.bnymellon.com/us/en/products/closed-end-funds.jsp. Here you will find the fund’s most recently available quarterly fact sheets and other information about the fund. The information posted on the fund’s website is subject to change without notice.

The fund files its complete schedule of portfolio holdings with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The fund’s Forms N-PORT are available on the SEC’s website at www.sec.gov.

A description of the policies and procedures that the fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the fund voted these proxies for the most recent 12-month period ended June 30 is available at www.im.bnymellon.com and on the SEC’s website at www.sec.gov and without charge, upon request, by calling 1-800-373-9387.

  


0853AR0921

 

 

 

 

 
 

 

 

Item 2. Code of Ethics.

The Registrant has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. There have been no amendments to, or waivers in connection with, the Code of Ethics during the period covered by this Report.

Item 3. Audit Committee Financial Expert.

The Registrant's Board has determined that Alan Howard, a member of the Audit Committee of the Board, is an audit committee financial expert as defined by the Securities and Exchange Commission (the "SEC"). Mr. Howard is "independent" as defined by the SEC for purposes of audit committee financial expert determinations.

Item 4. Principal Accountant Fees and Services.

 

(a) Audit Fees. The aggregate fees billed for each of the last two fiscal years (the "Reporting Periods") for professional services rendered by the Registrant's principal accountant (the "Auditor") for the audit of the Registrant's annual financial statements or services that are normally provided by the Auditor in connection with the statutory and regulatory filings or engagements for the Reporting Periods, were $36,686 in 2020 and $36,686 in 2021.

 

(b) Audit-Related Fees. The aggregate fees billed in the Reporting Periods for assurance and related services by the Auditor that are reasonably related to the performance of the audit of the Registrant's financial statements and are not reported under paragraph (a) of this Item 4 were $30,605 in 2020 and $33,558 in 2021. These services 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 Investment Company Act of 1940, as amended, (iii) advisory services as to the accounting or disclosure treatment of Registrant transactions or events and (iv) advisory services to the accounting or disclosure treatment of the actual or potential impact to the Registrant of final or proposed rules, standards or interpretations by the Securities and Exchange Commission, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies.

 

The aggregate fees billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's investment adviser (not including any sub-investment adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by or under common control with the investment adviser that provides ongoing services to the Registrant ("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service Affiliate, which required pre-approval by the Audit Committee were $0 in 2020 and $0 in 2021.

 

(c) Tax Fees. The aggregate fees billed in the Reporting Periods for professional services rendered by the Auditor for tax compliance, tax advice, and tax planning ("Tax Services") were $2,610 in 2020 and $3,342 in 2021. These services 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; (iii) tax advice regarding tax qualification matters and/or treatment of various financial instruments held or proposed to be acquired or held, and (iv) determination of Passive Foreign Investment Companies. The aggregate fees billed in the Reporting Periods for Tax Services by the Auditor to Service Affiliates, which required pre-approval by the Audit Committee were $0 in 2020 and $0 in 2021.

 

 
 

(d) All Other Fees. The aggregate fees billed in the Reporting Periods for products and services provided by the Auditor, other than the services reported in paragraphs (a) through (c) of this Item, were $0 in 2020 and $0 in 2021.

 

The aggregate fees billed in the Reporting Periods for Non-Audit Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through (c) of this Item, which required pre-approval by the Audit Committee, were $0 in 2020 and $0 in 2021.

 

(e)(1) Audit Committee Pre-Approval Policies and Procedures. The Registrant's Audit Committee has established policies and procedures (the "Policy") for pre-approval (within specified fee limits) of the Auditor's engagements for non-audit services to the Registrant and 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 the Auditor's independence. Pre-approvals pursuant to the Policy are considered annually.

(e)(2) Note. None of the services described in paragraphs (b) through (d) of this Item 4 were approved by the Audit Committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

 

(f) None of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time, permanent employees.

Non-Audit Fees. The aggregate non-audit fees billed by the Auditor for services rendered to the Registrant, and rendered to Service Affiliates, for the Reporting Periods were $726,833 in 2020 and $2,846,056 in 2021.

 

Auditor Independence. The Registrant's Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates, which were not pre-approved (not requiring pre-approval), is compatible with maintaining the Auditor's independence.

 

Item 5. Audit Committee of Listed Registrants.

The Registrant has a separately-designated standing Audit Committee established in accordance with Section 3(a) (58) (A) of the Securities Exchange Act of 1934, consisting of all of the non-interested Board members, who are: Joseph S. DiMartino, Joni Evans, Joan Gulley, Alan Howard, Robin A. Melvin, Burton N. Wallack, and Benaree P. Wiley.

Item 6. Investments.

(a) Not applicable.

Item 7.Disclosure of Proxy Voting Policies and Procedures for Closed-End Management Investment Companies.
 
 

 

 

SUMMARY OF THE FUND'S PROXY VOTING POLICY AND PROCEDURES

The Fund's Board of Directors has adopted the following procedures with respect to proxy voting by the Fund.

Delegation of Proxy Voting Responsibility and Adoption of Proxy Voting Procedures

The Board has delegated the authority to vote proxies of companies held in the Fund's portfolio to Insight North America LLC ("INA"), the Fund's sub-investment adviser, as described below. BNY Mellon Investment Adviser, Inc. ("BNYM Investment Adviser") serves as the Fund's investment adviser.

In addition, the Board has adopted INA's proxy voting procedures pursuant to which proxies of companies held in the Fund's portfolio will be voted.

Proxy Voting Operations

The Fund has engaged ISS as its proxy voting agent to administer the ministerial, non-discretionary elements of proxy voting and reporting. Each fund in the BNY Mellon Family of Funds bears an equal share of ISS's fees in connection with the proxy voting and related services that ISS provides in respect of the funds.

Voting Shares of Certain Registered Investment Companies

Under certain circumstances, when the Fund owns shares of another registered investment company (an "Acquired Fund"), the Fund may be required by the 1940 Act or the rules thereunder, or exemptive relief from the 1940 Act and/or the rules thereunder, to vote such Acquired Fund shares in a certain manner, such as voting the Acquired Fund shares in the same proportion as the vote of all other shareholders of such Acquired Fund.

Policies and Procedures; Oversight

The CCO is responsible for confirming that the Firms have adopted and implemented written policies and procedures that are reasonably designed to ensure that the funds' proxies are voted in the best interests of the funds. In addition, the adequacy of such policies and procedures are reviewed at least annually, and proxy voting for the funds is monitored to ensure compliance with the Firms' procedures, as applicable, such as by sampling votes cast for the funds, including routine proposals as well as those that require more analysis, to determine whether they complied with the applicable Firm's Proxy Voting Procedures.

Oversight of ISS for Voting Proxies for of Designated BHC Securities. For ISS's voting activities in respect of proxies for securities of the Designated BHCs, BNYM Investment Adviser, through its legal, operational and administrative support groups, as well as certain BNY Mellon vendor review groups and engaged external consulting firms, shall provide ongoing oversight of ISS in order to ensure that ISS continues to vote proxies in the best interests of the funds and shall establish and implement measures reasonably designed to identify and address any conflicts involving ISS that can arise on an ongoing basis by requiring ISS to provide updates regarding any changes to its business, including with respect to capacity and competency to provide proxy voting advice, or its conflict policies and procedures.

Review of Proxy Voting

BNYM Investment Adviser reports annually to the boards on the funds' proxy voting, including information regarding: (1) proxy voting proposals that were voted; (2) proxy voting proposals that were voted against the management company's recommended vote, but in accordance with the applicable proxy voting guidelines;

 
 

and (3) proxy voting proposals that were not voted, including the reasons the proxy voting proposals were not voted.

Availability of Fund Proxy Voting Records

Pursuant to Rule 30b1-4 under the 1940 Act, the funds are required to file their complete proxy voting record with the SEC on Form N-PX not later than August 31st of each year for the most recent twelve-month period ended June 30th. In addition, this information is available, by August 31st of each year, at www.im.bnymellon.com. The funds have delegated the responsibility for gathering this information, filing Form N-PX and posting voting information to the website to BNYM Investment Adviser, with the assistance of ISS.

SUMMARY OF INA'S PROXY VOTING POLICY AND PROCEDURES

I.       Introduction

INA has adopted this Proxy Voting Policy ("Policy") for the purpose of establishing formal policies and procedures for performing and documenting its fiduciary duty with respect to the voting of client proxies. INA serves as investment adviser and sub-adviser to institutional separate accounts, private funds, and registered investment companies (collectively, "Clients").

Pursuant to this Policy, INA shall vote proxies on behalf of Clients for whom INA has been given and agreed to accept voting authority. The fundamental guideline followed by INA in voting proxies is to ensure that the manner in which shares are voted is in the best interests of Clients and the values of their investments. Any general or specific proxy voting guidelines provided by a Client or its designated agent in writing will supersede the specific guidelines in this Policy.

Additionally, the DOL views the fiduciary act of managing ERISA plan assets to include the voting of proxies. Proxy voting decisions must be made solely in the best interests of the pension plan's participants and beneficiaries. The DOL has interpreted this requirement as prohibiting a fiduciary from subordinating the retirement income interests of participants and beneficiaries to unrelated objectives. The guidelines in this Policy have been formulated to ensure decision-making consistent with these fiduciary responsibilities.

Note: this Proxy Voting Policy will be reviewed at least annually.

II.       Client Disclosure and Recordkeeping

1.In addition to this Policy, Clients may obtain information on how INA voted their proxies.
2.Additionally, INA will maintain proxy voting records for its advisory clients, consistent with the Advisers Act.
3.For Clients that are registered investment companies, INA will disclose this Policy to the shareholders of such funds and make filings with the SEC with regard to the specific proxy votes that INA cast as shareholders of portfolio securities in accordance with the rules and regulations under the 1940 Act.
4.Certain Clients may participate in securities lending programs. If INA is aware that a material event will occur affecting securities on loan, INA will be obligated to call such loan in time to vote the proxies; however, with respect to other voting matters involving securities on loan, INA would generally not vote with respect to such securities.

III.       General Policy Regarding Proxy Voting

 
 

Implicit in the initial decision to retain or invest in the security of a corporation is approval of its existing corporate ownership structure, its management, and its operations. Accordingly, proxy proposals that would change the existing status of a corporation will be reviewed carefully and supported only when it seems clear that the proposed changes are likely to benefit the corporation and its shareholders. Notwithstanding this favorable predisposition, management will be assessed on an ongoing basis both in terms of its business capability and its dedication to the shareholders to ensure that, our continued confidence remains warranted. If it is determined that management is acting on its own behalf instead of for the well-being of the corporation, INA will vote to support shareholder proposals, unless other mitigating circumstances are present. Additionally, situations may arise that involve an actual or perceived conflict of interest. For example, INA may manage assets of a pension plan of a company whose management is soliciting proxies, or an employee may have a close relative who serves as a director or executive of a company that is soliciting proxies. In all cases, the manner in which INA votes proxies must be based on Clients' best interests and not the product of the conflict.

In furtherance of INA's goal to vote proxies in the best interests of clients, INA follows procedures designed to identify and address material conflicts that may arise between INA's interests and those of its Clients before voting proxies for Client securities.

INA's detailed policies and procedures with respect to conflicts of interest and specific proxy voting guidelines can be found in Sections V. and VI. of this Policy, below.

IV.       Procedures for Identifying Conflicts of Interest

INA will monitor the potential for conflicts of interest with respect to proxy voting recommendations or directions both as a result of personal relationships, significant Client relationships (those accounting for greater than 15% of annual revenues), or special circumstances that may arise during the conduct of INA's or its affiliates' business.

1.The CCO or her designee will determine whether a conflict of interest is material. A conflict of interest will be considered material to the extent that it is determined that such conflict has the potential to influence INA's decision-making. Further, a conflict of interest shall be deemed material in the event the issuer that is the subject of the proxy or any executive officer of that issuer has a Client relationship with INA or its affiliates, of the type described above. All other materiality determinations will be based on an assessment of the particular facts and circumstances. The CCO or her designee shall maintain a written record of all materiality determinations in addition to the method used to resolve a material conflict of interest.
2.If it is determined that a conflict of interest is not material, INA will vote proxies in accordance with the specific voting policy detailed in Section V, below.
3.If it is determined that a conflict of interest is material, one or more methods may be used to resolve the conflict, including:

·                disclosing the conflict to the client and obtaining its consent before voting;

·                suggesting to the client that it engage another party to make a recommendation;

·                engaging a third party to recommend a vote with respect to the proxy based on application of the policies set forth herein; or

·                utilizing such other method as is deemed appropriate under the circumstances given the nature of the conflict.

V.       Specific Proxy Voting Guidelines

 
 

This Policy and its attendant recommendations attempt to generalize a complex subject. It should be clearly understood that specific fact situations, including differing voting practices in jurisdictions outside the United States, might warrant departure from these guidelines. In such instances, the relevant facts will be considered, and if a vote contrary to these guidelines is indicated it will be cast and the reasons therefore recorded in writing.

1.       Routine Matters

Routine proxy proposals, amendments, or resolutions are typically proposed by management and meet the following criteria:

a.They do not measurably change the structure, management control, or operation of the corporation.
b.They are consistent with industry standards as well as the corporate laws of the state of incorporation.

Voting Recommendation

INA will normally support the following routine proposals:

a.To increase authorized common shares.
b.To increase authorized preferred shares as long as there are not disproportionate voting rights per preferred share.
c.To elect or re-elect directors.
d.To appoint or elect auditors.
e.To approve indemnification of directors and limitation of directors' liability.
f.To establish compensation levels.
g.To establish employee stock purchase or ownership plans.
h.To set time and location of annual meeting.

2.       Non-Routine Proposals

a.Social Issues

Proposals in this category involve issues of social conscience. They are typically proposed by shareholders who believe that the corporation's internally adopted policies are ill advised or misguided. If INA has determined that management is generally socially responsible, we typically vote against the following shareholder proposals:

1)To enforce restrictive energy policies.
2)To place arbitrary restrictions on military contracting.
3)To bar or place arbitrary restrictions on trade with other countries.
4)To restrict the marketing of controversial products.
5)To limit corporate political activities.
6)To bar or restrict charitable contributions.
 
 
7)To enforce a general policy regarding human rights based on arbitrary parameters.
8)To enforce a general policy regarding employment practices based on arbitrary parameters.
9)To enforce a general policy regarding animal rights based on arbitrary parameters.
10)To place arbitrary restrictions on environmental practices.
b.Financial/Corporate Issues

Proposals in this category are usually offered by management and seek to change a corporation's legal, business or financial structure. INA will generally vote in favor of the following management proposals provided the position of current shareholders is preserved or enhanced:

1)To change the state of incorporation.
2)To approve mergers, acquisitions or dissolution.
3)To institute indenture changes.
4)To change capitalization.
c.Shareholder Rights

Proposals in this category are made regularly both by management and shareholders. They can be generalized as involving issues that transfer or realign board or shareholder voting power. INA typically would oppose any proposal aimed solely at thwarting potential takeover offers by requiring, for example, super-majority approval. At the same time, we believe stability and continuity promote profitability. The guidelines in this area seek to find a middle road, and they are no more than guidelines. Individual proposals may have to be carefully assessed in the context of their particular circumstances.

INA will generally vote in favor of the following management proposals:

1)To require majority approval of shareholders in acquisitions of a controlling share in the corporation.
2)To institute staggered board of directors.
3)To require shareholder approval of not more than 66-2/3% for a proposed amendment to the corporation's by-laws.
4)To eliminate cumulative voting.
5)To adopt anti-greenmail charter or by-law amendments or to otherwise restrict a company's ability to make greenmail payments.
6)To create a dividend reinvestment program.
7)To eliminate preemptive rights.
8)To eliminate any other plan or procedure designed primarily to discourage a takeover or other similar action (commonly known as a "poison pill").

INA will generally vote against the following management proposals:

1)To require greater than 66-2/3% shareholder approval for a proposed amendment to the corporation's by-laws ("super-majority provisions").
 
 
2)To require an arbitrary fair price be offered to all shareholders that is derived from a fixed formula ("fair price amendments").
3)To authorize a new class of common stock or preferred stock which may have more votes per share than the existing common stock.
4)To prohibit replacement of existing members of the board of directors.
5)To eliminate shareholder action by written consent without a shareholder meeting.
6)To allow only the board of directors to call a shareholder meeting or to propose amendments to the articles of incorporation.
7)To implement any other action or procedure designed primarily to discourage a takeover or other similar action (commonly known as a "poison pill").
8)To limit the ability of shareholders to nominate directors.

INA will generally vote in favor of the following shareholder proposals:

1)To rescind share purchases rights or require that they be submitted for shareholder approval, but only if the vote required for approval is not more than 66-2/3%.
2)To opt out of state anti-takeover laws deemed to be detrimental to the shareholder.
3)To change the state of incorporation for companies operating under the umbrella of anti- shareholder state corporation laws if another state is chosen with favorable laws in this and other areas.
4)To eliminate any other plan or procedure designed primarily to discourage a takeover or other similar action.
5)To permit shareholders to participate in formulating management's proxy and the opportunity to discuss and evaluate management's director nominees, and/or to nominate shareholder nominees to the board
6)To require that the board's audit, compensation, and/or nominating committees be comprised exclusively of independent directors.
7)To adopt anti-greenmail charter or by-law amendments or otherwise restrict a company's ability to make greenmail payments.
8)To create a dividend reinvestment program.
9)To recommend that votes to "abstain" not be considered votes "cast" at an annual meeting or special meeting, unless required by state, law.
10)To require that "golden parachutes" be submitted for shareholder ratification.

INA will generally vote against the following shareholder proposals:

1)To restore preemptive rights.
2)To restore cumulative voting.
3)To require annual election of directors or to specify tenure.
 
 
4)To eliminate a staggered board of directors.
5)To require confidential voting.
6)To require directors to own a minimum amount of company stock in order to qualify as a director or to remain on the .board.
7)To dock director pay for failing to attend board meetings.

VI.       Voting Process

The CCO is responsible for voting proxies on behalf of Clients for whom INA has been given and agreed to accept voting authority, and will generally vote proxies in accordance with these guidelines. In circumstances in which the subject matter of the vote is not covered by these guidelines, or) or INA believes it may be necessary, in the best interests of shareholders, to vote contrary to our general guidelines, the CCO will discuss the matter with the CEO and General Counsel of INA, who will be responsible for making the definitive determination as to how the proxy matter will be voted.

Any questions regarding this Policy may be directed to the CCO of INA.

VII.       Trust Indentures

From time to time, INA is asked to consent to an amendment to or grant a waiver under a trust indenture or other governing document of a specific financial instrument held by Clients. Such consents or waivers may cover corporate actions such as tenders, exchanges, registration rights, restructurings and other transactions relating to fixed income holdings of client accounts.

INA will generally treat such requests for consents not as proxies subject to these proxy voting policies and procedures, but as investment matters to be dealt with by the investment professional covering such instruments, provided that such consents: (i) do not relate to the election of a board of directors or appointment of auditors for a public company, (ii) would not otherwise materially affect the structure, management or control of a public company, and (iii) relate to a company in which Clients hold only interests in bank loans or debt securities and are consistent with customary standards and practices for such instruments. Determinations on voting consents or waivers to these matters are generally driven by INA's view of whether the proposed action will result in an economic benefit for the affected Client(s).

VIII.       Recordkeeping

INA shall maintain the following records relating to proxy voting:

1.a copy of these policies and procedures;
2.a copy of each proxy solicitation (including proxy statements) and related materials with regard to each recommendation;
3.documentation relating to the identification and resolution of conflicts of interest; and
4.any documents created by INA that were material to a proxy voting recommendation or that memorialized the basis for that recommendation.

Such records shall be maintained and preserved in an easily accessible place for a period of not less than six years from the time the last entry was made on such record, the first two years in INA's office.

 

 

 
 

Item 8. Portfolio Managers of Closed-End Management Investment Companies.

(a)(1) The following information is as of September 30, 2021:

Daniel Rabasco and Jeffrey Burger of Insight North America LLC ("INA"), an affiliate of BNYM Investment Adviser, are primarily responsible for the day-to-day management of the registrant’s portfolio.

Mr. Burger, a portfolio manager for tax-sensitive strategies at INA, has served as a primary portfolio manager of the fund since July 2014. He has been employed as a portfolio manager and analyst at INA or a predecessor company of INA since 2006.

Mr. Rabasco, a managing director and the head of municipal bonds at INA, has served as a primary portfolio manager of the fund since July 2016. He has been employed at INA or a predecessor company of INA since 1998.

(a)(2) Information about the other accounts managed by the fund’s primary portfolio managers is provided below.

Primary

Portfolio

Manager

Registered Investment Companies Total Assets Managed Other Pooled Investment Vehicles

 

Total Assets Managed

 

Other Accounts

 

Total Assets Managed

    Jeffrey Burger 13 $4.3 billion None N/A 416 $2.5 billion
    Daniel Rabasco 14 $7.7 billion None N/A 60 $2.6 billion

 

None of the funds or accounts are subject to a performance-based advisory fee.

Portfolio managers may manage multiple accounts for a diverse client base, including mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies and foundations), bank common trust accounts and wrap fee programs ("Other Accounts").

Potential conflicts of interest may arise because of BNYM Investment Adviser's, INA's or a portfolio manager's management of the Fund and Other Accounts. For example, conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities, as BNYM Investment Adviser or INA may be perceived as causing accounts it manages to participate in an offering to increase BNYM Investment Adviser's or INA's overall allocation of securities in that offering, or to increase BNYM Investment Adviser's or INA's ability to participate in future offerings by the same underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially filled due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as BNYM Investment Adviser or INA may have an incentive to allocate securities that are expected to increase in value to preferred accounts. Initial public offerings, in particular, are frequently of very limited availability. Additionally, portfolio managers may be perceived to have a conflict of interest if there are a large number of Other Accounts, in addition to the Fund, that they are managing on behalf of BNYM Investment Adviser or INA. BNYM Investment Adviser and INA periodically reviews each portfolio manager's overall responsibilities to ensure that he or she is able to allocate the necessary time and resources to effectively manage the Fund. In addition, BNYM Investment Adviser and INA could be viewed as having a conflict of interest to the extent that BNYM Investment Adviser, INA or their affiliates and/or portfolios managers have a materially larger investment in Other Accounts than their investment in the Fund.

 
 

Other Accounts may have investment objectives, strategies and risks that differ from those of the Fund. For these or other reasons, the portfolio manager may purchase different securities for the Fund and the Other Accounts, and the performance of securities purchased for the Fund may vary from the performance of securities purchased for Other Accounts. The portfolio manager may place transactions on behalf of Other Accounts that are directly or indirectly contrary to investment decisions made for the Fund, which could have the potential to adversely impact the Fund, depending on market conditions.

A potential conflict of interest may be perceived to arise if transactions in one account closely follow related transactions in another account, such as when a purchase increases the value of securities previously purchased by the other account, or when a sale in one account lowers the sale price received in a sale by a second account.

BNY Mellon and its affiliates, including BNYM Investment Adviser, INA and others involved in the management, investment activities or business operations of the Fund, are engaged in businesses and have interests other than that of managing the Fund. These activities and interesting include potential multiple advisory, transactional, financial and other interesting in securities, instruments and companies that may be directly or indirectly purchased or sold by the Fund of the Fund's service providers, which may cause conflicts that could disadvantaged the Fund.

BNYM Investment Adviser's goal is to provide high quality investment services to all of its clients, while meeting BNYM Investment Adviser's fiduciary obligation to treat all clients fairly. BNYM Investment Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, BNYM Investment Adviser monitors a variety of areas, including compliance with Fund guidelines, the allocation of IPOs, and compliance with the firm's Code of Ethics. Furthermore, senior investment and business personnel at BNYM Investment Adviser periodically review the performance of BNYM Investment Adviser's portfolio managers.

(a)(3) Portfolio Manager Compensation. The portfolio managers' compensation is comprised primarily of a market-based salary and an incentive compensation plan (annual and long-term).

Funding for INA's Incentive Plan is through a pre-determined fixed percentage of overall company profitability. Therefore, all bonus awards are based initially on INA's overall performance as opposed to the performance of a single product or group. All investment professionals are eligible to receive incentive awards. Cash awards are payable in the February month end pay of the following year. Most of the awards granted have some portion deferred for three years in the form of deferred cash, INA equity, interests in investment vehicles (consisting of investments in a range of INA products), or a combination of the above. Individual awards for portfolio managers are discretionary, based on both individual and multi-sector product risk adjusted performance relative to both benchmarks and peer comparisons over one year, three year and five-year periods. Also considered in determining individual awards are team participation and general contributions to INA. Individual objectives and goals are also established at the beginning of each calendar year and are taken into account. Portfolio managers whose compensation exceeds certain levels may elect to defer portions of their base salaries and/or incentive compensation pursuant to INA's Elective Deferred Compensation Plan.

(a)(4) The dollar range of Fund shares beneficially owned by the primary portfolio manager is as follows as of the end of the Fund's fiscal year:

Primary Portfolio Manager Fund Dollar Range of Fund Shares Beneficially Owned
Daniel Rabasco BNY Mellon Strategic Municipals, Inc. None
Jeffrey Burger BNY Mellon Strategic Municipals, Inc. None
 
 

 

(b)       Not applicable

Item 9.Purchases of Equity Securities by Closed-End Management Investment Companies and Affiliated Purchasers.

None.

Item 10.Submission of Matters to a Vote of Security Holders.

There have been no material changes to the procedures applicable to Item 10.

Item 11.Controls and Procedures.

(a)       The Registrant's principal executive and principal financial officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that information required to be disclosed by the Registrant in the reports that it files or submits on Form N-CSR is accumulated and communicated to the Registrant's management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

(b)       There were no changes to the Registrant's internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Registrant's internal control over financial reporting.

Item 12.Disclosure of Securities Lending Activities for Closed-End Management Investment Companies.

The fund did not participate in a securities lending program during this period.

Item 13.Exhibits.

(a)(1) Code of ethics referred to in Item 2.

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940.

(a)(3) Not applicable.

(b)       Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940.

 
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

BNY Mellon Strategic Municipals, Inc.

By: /s/ David DiPetrillo

        David DiPetrillo
        President (Principal Executive Officer)

 

Date: November 22, 2021

 

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

 

By: /s/ David DiPetrillo

        David DiPetrillo
        President (Principal Executive Officer)

 

Date: November 22, 2021

 

By: /s/ James Windels

        James Windels
        Treasurer (Principal Financial Officer)

 

Date: November 22, 2021

 

 

 
 

 

EXHIBIT INDEX

(a)(1) Code of ethics referred to in Item 2.

(a)(2) Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under the Investment Company Act of 1940. (EX-99.CERT)

(b)       Certification of principal executive and principal financial officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)

EX-99.CODE ETH 2 ncsrcodeofethics-jan2021.htm CODE OF ETHICS ncsrcodeofethics-jan2021.htm - Generated by SEC Publisher for SEC Filing

THE BNY MELLON FAMILY OF FUNDS

BNY MELLON FUNDS TRUST

 

Principal Executive Officer and Senior Financial Officer

Code of Ethics

I.               Covered Officers/Purpose of the Code

This code of ethics (the "Code"), adopted by the funds in the BNY Mellon Family of Funds and BNY Mellon Funds Trust (each, a "Fund"), applies to each Fund's Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer or Controller, or other persons performing similar functions, each of whom is listed on Exhibit A (the "Covered Officers"), for the purpose of promoting:

·         honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

·         full, fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with, or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications made by the Fund;

·         compliance with applicable laws and governmental rules and regulations;

·         the prompt internal reporting of violations of the Code to an appropriate person or persons identified in the Code; and

·         accountability for adherence to the Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II.             Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview.  A "conflict of interest" occurs when a Covered Officer's private interest interferes with the interests of, or his service to, the Fund.  For example, a conflict of interest would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a result of his position with the Fund.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Fund and already are subject to conflict of interest provisions in the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the Investment Advisers Act of 1940, as amended (the "Investment Advisers Act").  For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Fund because of their status as "affiliated persons" of the Fund.  The compliance programs and procedures of the Fund and the Fund's investment adviser (the "Adviser") are designed to prevent, or identify and correct, violations of these provisions.  The Code does not, and is not intended to, repeat or replace these programs and procedures, and the circumstances they cover fall outside of the parameters of the Code.

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund and the Adviser of which the Covered Officers are also officers or employees.  As a result, the Code recognizes that the Covered Officers, in the ordinary course of their duties (whether formally for the Fund or for the Adviser, or for both), will be involved in establishing policies and implementing decisions that will have different effects on the Adviser and the Fund.  The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Fund and the Adviser and is consistent with the performance by the Covered Officers of their duties as officers of the Fund and, if addressed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, will be deemed to have been handled ethically.  In addition, it is recognized by the Fund's Board that the Covered Officers also may be officers or employees of one or more other investment companies covered by this or other codes of ethics.


 

Other conflicts of interest are covered by the Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act.  Covered Officers should keep in mind that the Code cannot enumerate every possible scenario.  The overarching principle of the Code is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Fund.

Each Covered Officer must:

·         not use his personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would benefit personally to the detriment of the Fund;

·         not cause the Fund to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; and

·         not retaliate against any employee or Covered Officer for reports of potential violations that are made in good faith.

III.           Disclosure and Compliance

·         Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Fund within his area of responsibility;

·         each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund to others, whether within or outside the Fund, including to the Fund's Board members and auditors, and to governmental regulators and self-regulatory organizations;

·         each Covered Officer should, to the extent appropriate within his area of responsibility, consult with other officers and employees of the Fund and the Adviser with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and

·         it is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.

IV.           Reporting and Accountability

Each Covered Officer must:

·         upon adoption of the Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing to the Board that he has received, read, and understands the Code;


 

·         annually thereafter affirm to the Board that he has complied with the requirements of the Code; and

·         notify the Adviser's General Counsel (the "General Counsel") promptly if he knows of any violation of the Code.  Failure to do so is itself a violation of the Code.

The General Counsel is responsible for applying the Code to specific situations in which questions are presented under it and has the authority to interpret the Code in any particular situation.  However, waivers sought by any Covered Officer will be considered by the Fund's Board.

The Fund will follow these procedures in investigating and enforcing the Code:

·         the General Counsel will take all appropriate action to investigate any potential violations reported to him;

·         if, after such investigation, the General Counsel believes that no violation has occurred, the General Counsel is not required to take any further action;

·         any matter that the General Counsel believes is a violation will be reported to the Board;

·         if the Board concurs that a violation has occurred, it will consider appropriate action, which may include: review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate personnel of the Adviser or its board; or dismissal of the Covered Officer;

·         the Board will be responsible for granting waivers, as appropriate; and

·         any waivers of or amendments to the Code, to the extent required, will be disclosed as provided by SEC rules.

V.             Other Policies and Procedures

The Code shall be the sole code of ethics adopted by the Fund for purposes of Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment companies thereunder.  The Fund's, its principal underwriter's and the Adviser's codes of ethics under Rule 17j-1 under the Investment Company Act and the Adviser's additional policies and procedures, including its Code of Conduct, are separate requirements applying to the Covered Officers and others, and are not part of the Code.

VI.           Amendments

Except as to Exhibit A, the Code may not be amended except in written form, which is specifically approved or ratified by a majority vote of the Fund's Board, including a majority of independent Board members.

VII.         Confidentiality

All reports and records prepared or maintained pursuant to the Code will be considered confidential and shall be maintained and protected accordingly.  Except as otherwise required by law or the Code, such matters shall not be disclosed to anyone other than the appropriate Funds and their counsel, the appropriate Boards (or Committees) and their counsel and the Adviser.

 


 

VIII.       Internal Use

The Code is intended solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the Fund, as to any fact, circumstance, or legal conclusion.

 

Dated as of:  January 14, 2021


 

Exhibit A

Persons Covered by the Code of Ethics

 

 

David J. DiPetrillo

President

(Principal Executive Officer, BNY Mellon Family of Funds)

 

 

 

Patrick T. Crowe

President

(Principal Executive Officer, BNY Mellon Funds Trust)

 

 

 

James M. Windels

Treasurer

(Principal Financial and Accounting Officer)

 

 

EX-99.CERT 3 exh-302_0853.htm CERTIFICATION REQUIRED BY RULE 30A-2

[EX-99.CERT]—Exhibit (a)(2)

SECTION 302 CERTIFICATION

 

I, David DiPetrillo, certify that:

1. I have reviewed this report on Form N-CSR of BNY Mellon Strategic Municipals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:       /s/ David DiPetrillo

David DiPetrillo

President (Principal Executive Officer)

Date:       November 22, 2021

 
 

SECTION 302 CERTIFICATION

I, James Windels, certify that:

1. I have reviewed this report on Form N-CSR of BNY Mellon Strategic Municipals, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

By:       /s/ James Windels

James Windels

Treasurer (Principal Financial Officer)

Date:       November 22, 2021

EX-99.906 CERT 4 exh-906_0853.htm CERTIFICATION REQUIRED BY SECTION 906

[EX-99.906CERT]

Exhibit (b)

 

 

SECTION 906 CERTIFICATIONS

In connection with this report on Form N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1)       the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as applicable; and

 

(2)       the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

 

By:       /s/ David DiPetrillo

David DiPetrillo

President (Principal Executive Officer)

Date:       November 22, 2021

 

By:       /s/ James Windels

James Windels

Treasurer (Principal Financial Officer)

 

Date:       November 22, 2021

 

 

This certificate is furnished pursuant to the requirements of Form N-CSR and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

 

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