STATEMENT OF ADDITIONAL INFORMATION

March 31, 2022, as revised or amended,

April 29, 2022, June 30, 2022, December 30, 2022 and March 1, 2023

This Statement of Additional Information (SAI), which is not a prospectus, supplements and should be read in conjunction with the current prospectus of each fund listed below, as such prospectuses may be revised from time to time. To obtain a copy of a fund's prospectus, please call your financial adviser, or write to the fund at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, visit www.im.bnymellon.com or call 1-800-373-9387 (inside the U.S. only).

The most recent annual report and semi-annual report to shareholders for each fund are separate documents supplied with this SAI, and the financial statements, accompanying notes and report of the independent registered public accounting firm appearing in the annual report are incorporated by reference into this SAI and can be accessed by clicking on the applicable link in the "Fiscal Year End/Annual Report Date" column below. All classes of a fund have the same fiscal year end and prospectus date, except if otherwise indicated. Capitalized but undefined terms used in this SAI are defined in the Glossary at the end of this SAI.

         

Fund

Abbreviation

Share Class/Ticker

Fiscal Year End/Annual Report Date*

Prospectus Date

         

BNY Mellon Advantage Funds, Inc.

BNYMAF

     

BNY Mellon Dynamic Total Return Fund

BNYMDTRF

Class A/AVGAX

October 31st

March 1st 

   

Class C/AVGCX

   
   

Class I/AVGRX

   
   

Class Y/AVGYX

   

BNY Mellon Global Dynamic Bond Income Fund

BNYMGDBIF

Class A/DGDAX

October 31st

March 1st 

   

Class C/DGDCX

   
   

Class I/DGDIX

   
   

Class Y/DGDYX

   

BNY Mellon Global Real Return Fund

BNYMGRRF

Class A/DRRAX

October 31st

March 1st 

   

Class C/DRRCX

   
   

Class I/DRRIX

   
   

Class Y/DRRYX

   

BNY Mellon Opportunistic Midcap Value Fund

BNYMOMVF

Class A/DMCVX

August 31st

December 30th 

   

Class C/DVLCX

   
   

Class I/DVLIX

   
   

Class Y/DMCYX

   

BNY Mellon Opportunistic Small Cap Fund

BNYMOSCF

Investor/DSCVX

August 31st

December 30th 

   

Class I/DOPIX

   
   

Class Y/DSCYX

   

BNY Mellon Dynamic Value Fund

BNYMDVF

Class A/DAGVX

August 31st

December 30th 

   

Class C/DCGVX

 

 

   

Class I/DRGVX

 

 

   

Class Y/DRGYX

 

 

   


GRP2-SAI-0323

 
 

         

Fund

Abbreviation

Share Class/Ticker

Fiscal Year End/Annual Report Date*

Prospectus Date

         

BNY Mellon Technology Growth Fund

BNYMTGF

Class A/DTGRX

August 31st

December 30th 

   

Class C/DTGCX

   
   

Class I/DGVRX

   
   

Class Y/DTEYX

   

BNY Mellon Index Funds, Inc.

BNYMIF

     

BNY Mellon International Stock Index Fund

BNYMISIF

Investor/DIISX

October 31st

March 1st

   

Class I/DINIX

   

BNY Mellon S&P 500 Index Fund

BNYMS&P

PEOPX

October 31st

March 1st

BNY Mellon Smallcap Stock Index Fund

BNYMSSIF

Investor/DISSX

October 31st

March 1st

   

Class I/DISIX

   

BNY Mellon Investment Funds VI

BNYMIFVI

     

BNY Mellon Balanced Opportunity Fund

BNYMBOF

Class A/DBOAX

November 30th

March 31st

   

Class C/DBOCX

   
   

Class I/DBORX

   
   

Class J/THPBX

   
   

Class Y/DBOYX

   
   

Class Z/DBOZX

   
   

Class Z/DBOZX

   

BNY Mellon Midcap Index Fund, Inc.

BNYMMIF

Investor/PESPX

October 31st

March 1st

   

Class I/DMIDX

   

BNY Mellon New Jersey Municipal Bond Fund, Inc.

BNYMNJMBF

Class A/DRNJX

December 31st

April 29th

   

Class C/DCNJX

   
   

Class I/DNMIX

   
   

Class Y/DNJYX

   
   

Class Z/DZNJX

   

BNY Mellon Investment Funds V, Inc.

BNYMIFV

     

BNY Mellon Diversified International Fund

BNYMDIF

Class A/DFPAX

October 31st

March 1st

   

Class C/DFPCF

   
   

Class I/DFPIX

   
   

Class Y/DDIFX

   

BNY Mellon Global Real Estate Securities Fund

BNYMGRESF

Class A/DRLAX

October 31st

March 1st

   

Class C/DGBCX

   
   

Class I/DRLIX

   
   

Class Y/DRLYX

   

BNY Mellon Large Cap Equity Fund

BNYMLCEF

Class A/DLQAX

December 31st

April 29th

   

Class C/DEYCX

   
   

Class I/DLQIX

   
   

Class Y/DLACX

   

BNY Mellon Research Growth Fund, Inc.

BNYMRGF

Class A/DWOAX

February 28(9)th

June 30th 

   

Class C/DWOCX

   
   

Class I/DWOIX

   
   

Class Y/DRYQX

   
   

Class Z/DREQX

   

* Certain information provided in this SAI is indicated to be as of the end of a fund's last fiscal year or during a fund's last fiscal year. The term "last fiscal year" means the most recently completed fiscal year, except that, for funds with a fiscal year ended November 30th, December 31st or February 28(9)th, "last fiscal year" means the fiscal year immediately preceding the most recently completed fiscal year.

 

 

TABLE OF CONTENTS

PART I

   

BOARD INFORMATION

I-1

Information About Each Board Member's Experience, Qualifications, Attributes or Skills

I-1

Committee Meetings

I-4

Board Members' Fund Share Ownership

I-5

Board Members' Compensation

I-6

OFFICERS

I-7

CERTAIN PORTFOLIO MANAGER INFORMATION

I-10

ADVISERS' COMPENSATION; COMPLIANCE SERVICES

I-14

Advisers' Compensation

I-14

Compliance Services

I-16

SECURITIES LENDING ACTIVITIES

I-17

SALES LOADS, CDSCS AND DISTRIBUTOR'S COMPENSATION

I-20

OFFERING PRICE

I-24

SECURITIES OF REGULAR BROKERS OR DEALERS

I-25

COMMISSIONS

I-26

PORTFOLIO TURNOVER VARIATION

I-28

SHARE OWNERSHIP

I-29

PART II

   

HOW TO BUY SHARES

II-1

Investment Minimums

II-1

Information Pertaining to Purchase Orders

II-1

Information Regarding the Offering of Share Classes

II-1

Class A

II-2

HOW TO REDEEM SHARES

II-3

Information Pertaining to Redemptions

II-3

SHAREHOLDER SERVICES

II-3

DISTRIBUTION PLANS, SERVICE PLANS AND SHAREHOLDER SERVICES PLANS

II-4

INVESTMENTS, INVESTMENT TECHNIQUES AND RISKS

II-6

INVESTMENT RESTRICTIONS

II-23

Fundamental Policies

II-23

Nonfundamental Policies

II-30

Fundamental and Nonfundamental Policies Related to Fund Investment Objectives,
Diversification and Names

II-32

DIVIDENDS AND DISTRIBUTIONS

II-34

INFORMATION ABOUT THE FUNDS' ORGANIZATION AND STRUCTURE

II-34

CERTAIN EXPENSE ARRANGEMENTS AND OTHER DISCLOSURES

II-35

Expense Arrangements

II-35

Expense Limitations

II-35

 

   

Index Licensing Disclosures—S&P

II-36

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

II-36

RISKS OF INVESTING IN STATE MUNICIPAL SECURITIES

II-36

New Jersey

II-37

COVID-19 Matters

II-37

General Information

II-37

Demographics

II-37

State Funds and Accounting

II-37

State Funds

II-37

Other Revenue Sources

II-38

State Economy and Finances

II-38

State Indebtedness

II-39

General

II-39

State Pension Plans

II-40

Litigation

II-41

PART III

   

ADDITIONAL INFORMATION ABOUT HOW TO BUY SHARES

III-1

Investment Minimums

III-1

Small Account Policies

III-2

In-Kind Purchases

III-2

Information Pertaining to Purchase Orders

III-2

TeleTransfer Privilege

III-2

Reopening an Account

III-3

Multi-Class Funds

III-3

All Other Funds and Share Classes

III-5

Information Relating to Purchase Orders (money market funds only)

III-5

Converting Shares

III-6

Taxpayer ID Number

III-6

Frequent Purchases and Exchanges (non-money market funds only)

III-6

ADDITIONAL INFORMATION ABOUT HOW TO REDEEM SHARES

III-7

Redemption Fee

III-8

Contingent Deferred Sales Charge—Multi-Class Funds

III-8

Class C

III-8

Waiver of CDSC

III-8

Redemption Through an Authorized Entity

III-9

Checkwriting Privilege

III-9

Wire Redemption Privilege

III-10

Redemption through Compatible Computer Facilities

III-10

TeleTransfer Privilege

III-10

Reinvestment Privilege

III-10

Share Certificates; Medallion Signature Guarantees

III-11

Share Certificates

III-11

Medallion Signature Guarantees

III-11

Redemption Commitment

III-11

Suspension of Redemptions

III-11

Fund Liquidation (money market funds only)

III-11

Liquidity Fees and Redemption Gates (Institutional and Retail MMFs only)

III-12

ADDITIONAL INFORMATION ABOUT SHAREHOLDER SERVICES

III-12

Fund Exchanges

III-12

Class A or Class C shares of a Multi-Class Fund

III-14

Shares Received by Exchange From Class B Shares

III-14

Class J Shares of BNY Mellon Balanced Opportunity Fund

III-14

 

   

Class Y Shares

III-14

Exchanges of Class I or Class Y Shares Held by a Retirement Plan

III-14

Auto-Exchange Privilege

III-14

Automatic Asset Builder®

III-14

Government Direct Deposit Privilege

III-15

Payroll Savings Plan

III-15

Dividend Options

III-15

Dividend Sweep

III-15

Dividend ACH

III-15

Automatic Withdrawal Plan

III-15

Letter of IntentClass A Shares

III-16

Retirement Plans and IRAs

III-17

ADDITIONAL INFORMATION ABOUT RULE 12b-1 PLANS AND NON-RULE 12b-1 SERVICES PLANS

III-17

ADDITIONAL INFORMATION ABOUT INVESTMENTS,

INVESTMENT TECHNIQUES AND RISKS

III-17

All Funds

III-17

Market Risk; Market Developments

III-18

Cybersecurity Risk

III-19

All Funds other than Money Market Funds

III-19

Equity Securities

III-19

Common Stock

III-20

Preferred Stock

III-20

Convertible Securities

III-20

Warrants and Stock Purchase Rights

III-21

IPOs

III-21

Private Placements and Pre-IPO Investments

III-22

Fixed-Income Securities

III-22

U.S. Government Securities

III-23

Corporate Debt Securities

III-24

Ratings of Securities; Unrated Securities

III-24

High Yield and Lower-Rated Securities

III-24

Zero Coupon, Pay-In-Kind and Step-Up Securities

III-26

Inflation-Indexed Securities

III-27

Variable and Floating Rate Securities

III-27

Loans

III-28

Participation Interests and Assignments

III-30

Mortgage-Related Securities

III-31

Asset-Backed Securities

III-35

Collateralized Debt Obligations

III-36

LIBOR Rate Risk

III-36

Municipal Securities

III-37

Taxable Investments (municipal or other tax-exempt funds only)

III-42

Funding Agreements

III-43

Real Estate Investment Trusts (REITs)

III-43

Money Market Instruments

III-43

Bank Obligations

III-43

Repurchase Agreements

III-43

Commercial Paper

III-43

Foreign Securities

III-44

Investing in Europe

III-45

Emerging Markets

III-45

Certain Asian Emerging Market Countries

III-46

Investing in Russia and other Eastern European Countries

III-50

Depositary Receipts and New York Shares

III-51

 

   

Sovereign Debt Obligations

III-51

Eurodollar and Yankee Dollar Investments

III-53

Investment Companies, Including Exchange-Traded Funds

III-53

Exchange-Traded Funds

III-53

Private Investment Funds

III-54

Exchange-Traded Notes

III-54

Master Limited Partnerships (MLPs)

III-54

MLP Common Units

III-55

MLP Subordinated Units

III-55

MLP Convertible Subordinated Units

III-55

MLP Preferred Units

III-56

MLP General Partner Interests

III-56

MLP Debt Securities

III-56

Equity and Debt Securities Issued by Affiliates of MLPs

III-56

MLP I-Shares

III-56

PIPEs

III-57

Derivatives

III-57

Risks

III-58

CEA Regulation

III-59

Specific Types of Derivatives

III-59

Foreign Currency Transactions

III-67

Commodities and Commodity-Related Instruments, Including Commodity ETPs

III-68

Commodity ETPs

III-68

Short-Selling

III-69

Lending Portfolio Securities

III-69

Borrowing Money

III-69

Borrowing Money for Leverage

III-70

Reverse Repurchase Agreements

III-70

Forward Commitments

III-70

Forward Roll Transactions

III-71

Illiquid Investments

III-71

Illiquid Investments Generally

III-71

Section 4(2) Paper and Rule 144A Securities

III-71

Non-Diversified Status

III-72

Investments in the Technology Sector

III-72

Investments in the Real Estate Sector

III-72

Investments in the Infrastructure Sector

III-73

Investments in the Natural Resources Sector

III-73

Money Market Funds

III-73

Ratings of Securities

III-74

Treasury Securities

III-74

U.S. Government Securities

III-75

Repurchase Agreements

III-75

Bank Obligations

III-75

Bank Securities

III-77

Floating and Variable Rate Obligations

III-77

Participation Interests

III-77

Asset-Backed Securities

III-77

Commercial Paper

III-77

Investment Companies

III-77

Foreign Securities

III-77

Municipal Securities

III-78

Derivative Products

III-78

Stand-By Commitments

III-78

Taxable Investments (municipal or other tax-exempt funds only)

III-78

Illiquid Investments

III-78

 

   

Borrowing Money

III-78

Reverse Repurchase Agreements

III-79

Forward Commitments

III-79

Interfund Borrowing and Lending Program

III-79

Lending Portfolio Securities

III-79

Money Market Fund Material Events

III-79

Imposition of Liquidity Fees and Temporary Suspensions of Fund Redemptions

III-79

Financial Support Provided to Money Market Funds

III-79

RATING CATEGORIES

III-80

S&P

III-80

Issue Credit Ratings

III-81

Long-Term Issue Credit Ratings

III-81

Short-Term Issue Credit Ratings

III-82

Municipal Short-Term Note Ratings Definitions

III-82

Moody's

III-83

Long-Term Obligation Ratings and Definitions

III-83

Short-Term Ratings

III-83

U.S. Municipal Short-Term Debt and Demand Obligation Ratings

III-84

Fitch

III-85

Corporate Finance Obligations — Long-Term Rating Scales

III-85

Structured, Project & Public Finance Obligations — Long-Term Rating Scales

III-86

Short-Term Ratings Assigned to Issuers and Obligations

III-86

DBRS

III-87

Long Term Obligations

III-87

Commercial Paper and Short Term Debt

III-87

ADDITIONAL INFORMATION ABOUT THE BOARDS

III-88

Boards' Oversight Role in Management

III-88

Board Composition and Leadership Structure

III-88

Additional Information About the Boards and their Committees

III-89

MANAGEMENT ARRANGEMENTS

III-89

BNYM Investment Adviser

III-89

Sub-Advisers

III-90

Portfolio Managers and Portfolio Manager Compensation

III-91

Certain Conflicts of Interest with Other Accounts

III-96

Code of Ethics

III-97

Distributor

III-98

Transfer and Dividend Disbursing Agent and Custodian

III-99

Annual Anti-Money Laundering Program Review

III-99

Funds' Compliance Policies and Procedures

III-99

Combined Prospectuses

III-99

Escheatment

III-99

DETERMINATION OF NAV

III-100

Valuation of Portfolio Securities (funds other than Retail and Government MMFs)

III-100

Valuation of Portfolio Securities (Retail and Government MMFs only)

III-101

Calculation of NAV

III-101

Expense Allocations

III-102

NYSE and Transfer Agent Closings

III-102

ADDITIONAL INFORMATION ABOUT DIVIDENDS AND DISTRIBUTIONS

III-102

Funds other than Money Market Funds

III-102

Money Market Funds

III-103

CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS

III-103

Taxation of the Funds

III-104

 

   

RIC Qualification Requirements

III-104

Investments in PFICs

III-107

Taxation of U.S. Shareholders

III-110

Fund Distributions

III-110

NAV Method of Accounting (money market funds only)

III-112

3.8% Surtax

III-113

Taxation of Non-U.S. Shareholders

III-113

Fund Distributions

III-113

Withholding and Information Reporting on Foreign Financial Accounts

III-114

PORTFOLIO TRANSACTIONS

III-114

Trading the Funds' Portfolio Securities

III-115

Soft Dollars

III-117

IPO Allocations

III-118

DISCLOSURE OF PORTFOLIO HOLDINGS

III-118

Policy

III-118

Procedures for Disclosing Fund Portfolio Holdings

III-118

Disclosure of Portfolio Holdings

III-118

Ongoing Arrangements

III-119

Press Interviews, Broker Discussions, etc.

III-119

Confidential Dissemination of Portfolio Holding

III-120

Disclosure of Portfolio Holdings to Employees

III-120

Procedures for Disclosing Fund Portfolio Characteristics

III-120

Public Disclosure of the Portfolio Characteristics of a Fund

III-120

Information Deemed Not to be Portfolio Holdings Information

III-121

Trading Desk and Research Reports

III-121

Confidentiality Agreements

III-121

Additional Restrictions

III-121

Waivers of Restrictions

III-121

Disclosures Required by Law

III-121

Reporting of Violations

III-122

SUMMARY OF THE PROXY VOTING POLICY AND PROCEDURES OF THE BNY MELLON FAMILY OF FUNDS

III-122

ADDITIONAL INFORMATION ABOUT THE FUNDS' STRUCTURE; FUND SHARES

AND VOTING RIGHTS

III-123

Massachusetts Business Trusts

III-123

Fund Shares and Voting Rights

III-123

GLOSSARY

III-124

APPENDIX A: PROXY VOTING POLICIES AND PROCEDURES OF FIRMS DELEGATED FUND PROXY VOTING AUTHORITY

A-1

 

PART I

BOARD INFORMATION

Information About Each Board Member's Experience, Qualifications, Attributes or Skills

Board members for the funds, together with information as to their positions with the funds, principal occupations and other board memberships during the past five years, are shown below. The address of each board member is 240 Greenwich Street, New York, New York 10286.

Independent Board Members

     

Name
Year of Birth
Position1

Principal Occupation During Past 5 Years

Other Public Company Board Memberships During Past 5 Years

     

Joseph S. DiMartino
1943
Chairman of the Board

Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as listed herein)

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

Peggy C. Davis
1943
Board Member

Shad Professor of Law, New York University School of Law (1983 – Present)

N/A

Gina D. France
1958
Board Member

France Strategic Partners, a strategy and advisory firm serving corporate clients across the United States, Founder, President and Chief Executive Officer (2003 – Present)

Huntington Bancshares, a bank holding company headquartered in Columbus, Ohio, Director (2016 – Present)

Cedar Fair, L.P., a publicly-traded partnership that owns and operates amusement parks and hotels in the U.S. and Canada, Director (2011 – Present)

CBIZ, Inc., a public company providing professional business services, products and solutions, Director (2015 – Present)

Joan L. Gulley
1947
Board Member

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

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

N/A

I-1

 

     

Name
Year of Birth
Position1

Principal Occupation During Past 5 Years

Other Public Company Board Memberships During Past 5 Years

     

Robin A. Melvin
1963
Board Member

Westover School, a private girls' boarding school in Middlebury, Connecticut, Trustee (2019 – Present)

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

JDRF, a non-profit juvenile diabetes research foundation, Board Member (June 2021 – June 2022)

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

1 Each of the Independent Board Members serves on the boards' Audit, Nominating, Compensation, Litigation and Pricing Committees, except that Mr. DiMartino does not serve on the Compensation Committee.

Advisory Board Member

     

Name
Year of Birth
Position

Principal Occupation During Past 5 Years

Other Public Company Board Memberships During Past 5 Years

     

Michael D. DiLecce
1962
Advisory Board Member

Retired since July 2022; Global Asset Management Assurance Leader, Ernst & Young LLP (2015 – 2022); Americas Regional Talent Managing Partner for Ernst & Young's Financial Service Practice (2017 – 2021); Partner, Ernst & Young LLP (1997 – 2022)

N/A

The following table shows the year each board member joined each fund's board.

           

Fund

Joseph S. DiMartino

Peggy C.
Davis

Gina D. France

Joan L. Gulley

Robin A. Melvin

           

BNYMAF

1995

2006

2019

2017

2012

BNYMIF

1995

2006

2019

2017

2012

BNYMIFVI

2003

2006

2019

2017

2012

BNYMMIF

1995

2006

2019

2017

2012

BNYMNJMBF

1995

2012

2019

2017

2011

BNYMIFV

1995

2012

2019

2017

2011

BNYMRGF

1995

2006

2019

2017

2012

I-2

 

Each board member, except Mses. France and Gulley, has been a BNY Mellon Family of Funds board member for over 20 years. Ms. France has more than 35 years of strategy, investment banking and corporate finance experience and Ms. Gulley was in the asset management business for more than 30 years prior to her retirement in 2014. Additional information about each board member follows (supplementing the information provided in the table above) that describes some of the specific experiences, qualifications, attributes or skills that each board member possesses which the boards believe has prepared them to be effective board members. The boards believe that the significance of each board member's experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one board member may not have the same value for another) and that these factors are best evaluated at the board level, with no single board member, or particular factor, being indicative of board effectiveness. However, the boards believe that board members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with fund management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; each board believes that its members satisfy this standard. Experience relevant to having this ability may be achieved through a board member's educational background; business, professional training or practice (e.g., medicine, accounting or law), public service or academic positions; experience from service as a board member (including the boards for the funds) or as an executive of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences. The charter for the boards' nominating committees contains certain other factors considered by the committees in identifying and evaluating potential board member nominees. To assist them in evaluating matters under federal and state law, the board members are counseled by their independent legal counsel, who participates in board meetings and interacts with BNYM Investment Adviser, and also may benefit from information provided by BNYM Investment Adviser's counsel; counsel to the funds and to the boards have significant experience advising funds and fund board members. The boards and their committees have the ability to engage other experts as appropriate. The boards evaluate their performance on an annual basis.

· Joseph S. DiMartino – Mr. DiMartino has been the Chairman of the Board of the funds in the BNY Mellon Family of Funds for over 25 years. From 1971 through 1994, Mr. DiMartino served in various roles as an employee of Dreyfus Corp. (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes), including portfolio manager, President, Chief Operating Officer and a director. He ceased being an employee or director of Dreyfus Corp. by the end of 1994. From 1995 to 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm; in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies. From 1986 to 2010, Mr. DiMartino served as a Director of the Muscular Dystrophy Association.

· Peggy C. Davis – Ms. Davis currently serves as the John S. R. Shad Professor of Lawyering and Ethics at New York University School of Law as a writer and teacher in the fields of evidence, constitutional theory, family law, social sciences and the law, legal process and professional methodology and training. Prior to joining the university's faculty in 1983, Ms. Davis served as a Judge of the Family Court of the State of New York. Before her appointment to the bench, she practiced law for ten years in both the commercial and public interest sectors. Ms. Davis also has served as Chair of the Board of the Russell Sage Foundation.

· Gina D. France – Ms. France serves as President and Chief Executive Officer of France Strategic Partners. Before founding France Strategic Partners in 2003, Ms. France was a managing director of Ernst & Young LLP where she led a national client-facing strategy group. She has served as a strategic advisor to over 250 companies throughout the course of her career. Ms. France has more than 35 years of strategy, investment banking and corporate finance experience. Previously, Ms. France was an investment banker with Lehman Brothers in New York and San Francisco. Prior to Lehman Brothers, she served as the international cash manager of Marathon Oil Company. Ms. France has served on several corporate boards including: Huntington Bancshares (investment company oversight committee chair); Cedar Fair, L.P. (audit committee chair); CBIZ, Inc.; Baldwin Wallace University; FirstMerit Corporation (nominating and governance committee chair); Dawn Food Products, Inc.; and Mack Industries. Ms. France currently serves as a Trustee of Dance Cleveland, a non-profit.

· Joan L. Gulley – Ms. Gulley served in various senior roles at PNC Financial Services Group, Inc. (PNC) from 1993 until her retirement in 2014, including Chief Executive Officer of PNC Advisors, the wealth management

I-3

 

and institutional services business of PNC, from 2002 to 2005, Executive Vice President and Chief Marketing Officer of PNC from 2002 to 2007, and Executive Vice President (EVP) and Chief Human Resources Officer (CHRO) of PNC from 2008 until 2014. In her role as EVP and CHRO of PNC, Ms. Gulley was responsible for the oversight of $8 billion in combined pension and 401(k) assets. Ms. Gulley also served as a member of PNC's Executive Committee from 2008 to 2014, where she participated in all key strategic and operational decisions affecting PNC, and was responsible for all staff support to the PNC Board's Personnel and Compensation Committee with respect to executive compensation, succession planning, talent management, human resource regulatory matters and diversity. Prior to joining PNC, Ms. Gulley held positions with The Massachusetts Company, a chartered bank and subsidiary of The Travelers Insurance Company, which was acquired by PNC in 1993, and with branches of the Federal Reserve Bank in Boston, Massachusetts and Washington D.C. Ms. Gulley currently serves as Governor of the Orchard Island Club and from 2015 to 2021 served on the Board of Trustees of the Nantucket Atheneum.

· Robin A. Melvin – From 2014 to 2020, Ms. Melvin served as Co-Chair of Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services in Illinois, and served as a Board member from 2013 to 2020. Ms. Melvin served as Director of the Boisi Family Foundation, a private family foundation that supports organizations serving the needs of youth from disadvantaged circumstances, from 1995 to 2012. In that role she also managed the Boisi Family Office, providing the primary interface with all investment managers, legal advisors and other service providers to the family. She has also served in various roles with MENTOR, a national non-profit youth mentoring advocacy organization, including Executive Director of the New York City affiliate, Vice President of the national affiliate network, Vice President of Development, and, immediately prior to her departure, Senior Vice President in charge of strategy. Prior to that, Ms. Melvin was an investment banker with Goldman Sachs Group, Inc. She also serves as a Trustee of Westover School, a private girls boarding school in Middlebury, Connecticut (2019 to present), a Board member of JDRF, a non-profit juvenile diabetes research foundation (June 2021 to June 2022), and a Trustee of HPS Corporate Lending Fund, a closed-end management investment company regulated as a business development company (August 2021 to present).

Advisory Board Member

· Michael D. DiLecce – Mr. DiLecce retired as a Partner at the accounting firm of Ernst & Young LLP in June 2022. Mr. DiLecce has substantial accounting, investment management, and executive experience serving firms within the investment management industry. From August 1983 to June 2022, Mr. DiLecce was an auditor at Ernst & Young LLP where he served as Global Assurance Leader of Asset Management and as the audit partner for various investment company complexes. In addition, from July 2017 to June 2021, Mr. DiLecce was the Americas Regional Talent Managing Partner for Ernst & Young's Financial Service practice. He was an Assurance Partner at Ernst & Young LLP from 1999 to 2022.

Committee Meetings

The boards' standing Audit, Nominating, Compensation, Litigation and Pricing Committees met during the funds' last fiscal years as indicated below:

           

Fund

Audit

Nominating

Compensation

Litigation

Pricing

           

BNYMAF (8/31 fiscal year end)

4

1

1

0

0

BNYMAF (10/31 fiscal year end)

4

1

1

0

0

BNYMIF

4

1

1

0

0

BNYMIFVI

4

0

1

0

0

BNYMMIF

4

1

1

0

0

BNYMNJMBF

4

0

1

0

0

BNYMIFV (10/31 fiscal year end)

4

1

1

0

0

I-4

 

           

Fund

Audit

Nominating

Compensation

Litigation

Pricing

           

BNYMIFV (12/31 fiscal year end)

4

0

1

0

0

BNYMRGF

4

0

1

0

0

Board Members' Fund Share Ownership

The table below indicates the dollar range of each board member's and advisory board member's ownership of fund shares and shares of other funds in the BNY Mellon Family of Funds, in each case as of December 31, 2022.

             
 

Independent Board Members

Advisory Board Member

Fund

Joseph S. DiMartino

Peggy C. Davis

Gina D. France

Joan L. Gulley

Robin A. Melvin

Michael DiLecce

             

BNYMBOF

None

None

None

None

None

None

BNYMDIF

None

None

None

None

None

None

BNYMDTRF

None

None

None

None

None

None

BNYMDVF

None

None

None

$50,001 – $100,000

None

None

BNYMGDBIF

None

None

None

None

None

None

BNYMGRESF

None

None

None

$10,001 –
$50,000

$0 –
$10,000

None

BNYMGRRF

None

None

None

None

$0 –
$10,000

None

BNYMISIF

None

None

None

None

None

None

BNYMLCEF

None

None

None

None

None

None

BNYMMIF

None

None

None

None

None

None

BNYMNJMBF

None

None

None

None

None

None

BNYMOMVF

None

None

None

$10,001 – $50,000

None

None

BNYMOSCF

None

None

None

$50,001 – $100,000

None

None

BNYMRGF

None

None

$10,001 – $50,000

None

None

None

BNYMS&P

None

None

None

None

None

None

BNYMSSIF

None

None

None

None

None

None

BNYMTGF

None

None

$10,001 – $50,000

None

$0 –
$10,000

None

             

Aggregate holdings of funds in the BNY Mellon Family of Funds

Over $100,000

$50,001 – $100,000

Over $100,000

Over $100,000

$0 –$10,000

None

See "Share Ownership" below for information on the shareholdings of each fund by board members and officers as a group.

As of December 31, 2022, none of the board members or advisory board member or their immediate family members owned securities of BNYM Investment Adviser, any Sub-Advisers, the Distributor or any person (other than a registered investment company) directly or indirectly controlling, controlled by or under common control with BNYM Investment Adviser, any Sub-Advisers or the Distributor.

I-5

 

Board Members' Compensation

Annual retainer fees and meeting attendance fees are allocated among the funds on the basis of net assets, with the Chairman of the Board, Joseph S. DiMartino, receiving an additional 25% of such compensation. The funds reimburse board members for their expenses. The funds do not have a bonus, pension, profit-sharing or retirement plan. An emeritus board member is entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the board member became emeritus and a per meeting attended fee of one-half the amount paid to board members. The funds' emeritus program was discontinued for current board members in November 2021.

The aggregate amount of fees received from the funds by each current board member, advisory board member and emeritus board member for the funds' last fiscal years, and by all funds in the fund complex (which comprises registered investment companies for which BNYM Investment Adviser or an affiliate of BNYM Investment Adviser serves as investment adviser) for which such person was a board member, advisory board member or emeritus board member during 2022, were as follows:

           
 

Independent Board Members

Fund

Joseph S. DiMartino

Peggy C. Davis

Gina D. France

Joan L. Gulley

Robin A. Melvin

           

BNYMAF (8/31 fiscal year end)

$29,950

$23,960

$22,574

$23,960

$24,051

BNYMAF (10/31 fiscal year end)

$42,623

$34,098

$32,136

$34,098

$34,134

BNYMIF

$44,820

$35,856

$33,846

$35,856

$35,897

BNYMIFVI

$3,267

$2,613

$2,613

$2,613

$2,643

BNYMMIF

$21,233

$16,986

$16,031

$16,986

$17,006

BNYMNJMBF

$3,858

$3,087

$3,087

$3,087

$3,117

BNYMIFV (10/31 fiscal year end)

$9,295

$7,436

$7,008

$7,436

$7,444

BNYMIFV (12/31 fiscal year end)

$8,213

$6,570

$6,570

$6,570

$6,633

BNYMRGF

$20,519

$16,415

$16,415

$16,415

$16,573

           

Total compensation from the funds and fund complex (*)

$1,194,875 (95)

$331,000
(34)

$171,000
(24)

$347,000
(42)

$747,500
(74)

             
 

Advisory Board Member

Emeritus Board Members

Fund

Michael D. DiLecce+

David P. Feldman

Ehud Houminer

Lynn Martin

Martin Peretz

           

BNYMAF (8/31 fiscal year end)

N/A

$12,432

$11,770

$12,432

$9,692

BNYMAF (10/31 fiscal year end)

N/A

$17,710

$16,766

$17,710

$13,880

BNYMIF

N/A

$18,631

$17,612

$18,631

$14,592

BNYMIFVI

N/A

$1,362

$1,362

$1,362

$1,068

BNYMMIF

N/A

$8,828

$8,344

$8,828

$6,910

BNYMNJMBF

N/A

$1,631

$1,631

$1,631

$1,277

BNYMIFV (10/31 fiscal year end)

N/A

$3,864

$3,654

$3,864

$3,003

BNYMIFV (12/31 fiscal year end)

N/A

$3,473

$3,473

$3,473

$2,731

I-6

 

             
 

Advisory Board Member

Emeritus Board Members

Fund

Michael D. DiLecce+

David P. Feldman

Ehud Houminer

Lynn Martin

Martin Peretz

           

BNYMRGF

N/A

$8,677

$8,677

$8,677

$6,812

           

Total compensation from the funds and fund complex (*)

$43,750
(24)

$92,500
(24)

$160,000
(42)

$92,500
(24)

$72,500
(24)

 Amounts shown do not include expenses reimbursed to board members for attending board meetings. Amounts shown also do not include the costs of office space and related parking, office supplies and secretarial services, which also are paid by the funds (also allocated based on net assets); these amounts for the funds ranged from $28 to $2,526 ($14,103 for all funds) in 2022.

* Represents the number of separate portfolios comprising the investment companies in the fund complex, including the funds, for which the board member or emeritus board member served in 2022.

+ Mr. DiLecce became an advisory board member of the funds in October 2022 and receives compensation from the funds for attending board meetings in an advisory role.

OFFICERS

     

Name
Year of Birth
Position Since1

Principal Occupation During Past 5 Years

Number of Investment Companies (Portfolios) in the Fund Complex* for which the Officer serves as an Officer

     

David DiPetrillo
1978
President
20192

Vice President and Director of BNYM Investment Adviser since February 2021; Head of North America Product, BNY Mellon Investment Management since January 2018; and Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017

53 (103)

James Windels
1958
Treasurer
2001

Director of BNYM Investment Adviser since February 2023; Vice President of BNYM Investment Adviser since September 2020; and Director – BNY Mellon Fund Administration

54 (123)

Peter M. Sullivan
1968
Chief Legal Officer, Vice President and Assistant Secretary
20193

Chief Legal Officer of BNYM Investment Adviser and Associate General Counsel of BNY Mellon since July 2021; Senior Managing Counsel of BNY Mellon from December 2020 to July 2021; and Managing Counsel of BNY Mellon from March 2009 to December 2020

54 (123)

I-7

 

     

Name
Year of Birth
Position Since1

Principal Occupation During Past 5 Years

Number of Investment Companies (Portfolios) in the Fund Complex* for which the Officer serves as an Officer

     

James Bitetto
1966
Vice President and Secretary
20054

Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to December 2019; and Secretary of BNYM Investment Adviser

54 (123)

Deirdre Cunnane
1990
Vice President and Assistant Secretary
2019

Managing Counsel of BNY Mellon since December 2021; Counsel of BNY Mellon from August 2018 to December 2021; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 to August 2018

54 (123)

Sarah S. Kelleher
1975
Vice President and Assistant Secretary
2014

Vice President of BNY Mellon ETF Investment Adviser, LLC since February 2020; Senior Managing Counsel of BNY Mellon since September 2021; Managing Counsel of BNY Mellon from December 2017 to September 2021; and Senior Counsel of BNY Mellon from March 2013 to December 2017

54 (123)

Jeff S. Prusnofsky
1965
Vice President and Assistant Secretary
2005

Senior Managing Counsel of BNY Mellon

54 (123)

Amanda Quinn
1985
Vice President and Assistant Secretary
2020

Counsel of BNY Mellon since June 2019; Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019; and Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018

54 (123)

I-8

 

     

Name
Year of Birth
Position Since1

Principal Occupation During Past 5 Years

Number of Investment Companies (Portfolios) in the Fund Complex* for which the Officer serves as an Officer

     

Natalya Zelensky
1985
Vice President and Assistant Secretary
2017

Chief Compliance Officer since August 2021 and Vice President since February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief Compliance Officer since August 2021 and Vice President and Assistant Secretary since February 2020 of BNY Mellon ETF Trust; Managing Counsel of BNY Mellon from December 2019 to August 2021; Counsel of BNY Mellon from May 2016 to December 2019; and Assistant Secretary of BNYM Investment Adviser from April 2018 to August 2021

54 (123)

Daniel Goldstein
1969
Vice President
2022

Head of Product Development of North America Product, BNY Mellon Investment Management since January 2018; Co-Head of Product Management, Development & Oversight of North America Product, BNY Mellon Investment Management from January 2010 to January 2018; and Senior Vice President, Development & Oversight of North America Product, BNY Mellon Investment Management since 2010

53 (103)

Joseph Martella

1976

Vice President

2022

Head of Product Management of North America Product, BNY Mellon Investment Management since January 2018; Director of Product Research and Analytics of North America Product, BNY Mellon Investment Management from January 2010 to January 2018; and Senior Vice President of North America Product, BNY Mellon Investment Management since 2010

53 (103)

Gavin C. Reilly
1968
Assistant Treasurer
2005

Tax Manager – BNY Mellon Fund Administration

54 (123)

I-9

 

     

Name
Year of Birth
Position Since1

Principal Occupation During Past 5 Years

Number of Investment Companies (Portfolios) in the Fund Complex* for which the Officer serves as an Officer

     

Robert Salviolo
1967
Assistant Treasurer
2007

Senior Accounting Manager – BNY Mellon Fund Administration

54 (123)

Robert Svagna
1967
Assistant Treasurer
2002

Senior Accounting Manager – BNY Mellon Fund Administration

54 (123)

Joseph W. Connolly
1957
CCO
2004

CCO of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004; and CCO of BNYM Investment Adviser from 2004 until June 2021

53 (108)

Caridad M. Carosella
1968
Anti-Money Laundering Compliance Officer
2016

Anti-Money Laundering Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust

47 (116)

* "Fund Complex" comprises registered investment companies for which BNYM Investment Adviser or an affiliate of BNYM Investment Adviser serves as investment adviser.

1 With respect to BNYMIFVI, Messrs. Windels and Svagna each has held his respective position since 2003.

2 President since January 2021; previously, Vice President.

3 Chief Legal Officer since July 2021.

4 Vice President and Secretary since 2018; previously, Vice President and Assistant Secretary.

Each officer serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal. The address of each officer is 240 Greenwich Street, New York, New York 10286.

CERTAIN PORTFOLIO MANAGER INFORMATION

The following table lists the number and types of accounts (including the funds) advised by each fund's primary portfolio manager(s) and assets under management in those accounts as of the end of the last fiscal year of the funds they manage. If a portfolio manager is a primary portfolio manager for multiple funds with different fiscal year ends, information is provided as of the most recent last fiscal year end of the relevant funds, except if otherwise indicated.

             

Primary
Portfolio Manager

Registered Investment Companies

Total Assets Managed

Other Pooled Investment Vehicles

Total Assets Managed

Other Accounts

Total Assets Managed

John Bailer

7

$5.5B

2

$358M

38

$4.9B

Daniel Barton

3

$1.0B

None

N/A

None

N/A

Karen Behr

8

$8.7B

11

$429M

34

$5.1B

David Bowser

2

$263M

2

$712M

46

$8.3B

Paul Brain

1

$115M

4

$2.5B

2

$724M

I-10

 

             

Primary
Portfolio Manager

Registered Investment Companies

Total Assets Managed

Other Pooled Investment Vehicles

Total Assets Managed

Other Accounts

Total Assets Managed

E. Todd Briddell

1

$360M

None

N/A

None

N/A

Jeffrey Burger

13

$4.7B

None

N/A

409

$2.2B

Parmeshwar Chadha

1

$115M

5

$2.3B

None

N/A

Roberto Croce

2

$199M

None

N/A

1

$23M

Howard Cunningham

1

$115M

8

$2.8B

1

$10.4B

Dimitri Curtil

13

$4.2B

19

$7.0B

25

$3.7B

Brian C. Ferguson

7

$5.5B

3

$358M

36

$4.3B

David France

123

$114.4B

114

$105.2B

66

$135.4B

Dean Frankel

5

$816M

7

$437M

44

$5.1B

Todd Frysinger

123

$114.4B

114

$105.2B

66

$135.4B

Keith Howell

7

$5.5B

2

$358M

37

$4.3B

David S. Intoppa

7

$5.6B

None

N/A

34

$3.9B

Matthew T. Jenkin

3

$3.8B

None

N/A

1

$4M

Patrick Kent

5

$1.6B

3

$154M

9

$803M

Monty A. Kori

1

$1.9B

None

N/A

1

$249M

Thomas Lee

2

$1.4B

1

$62M

7,706

$10.8B

Andrew Leger

8

$2.9B

4

$185M

18

$1.7B

James A. Lydotes

4

$1.3B

6

$107M

11

$3.2B

Aron Pataki

1

$3.5B

7

$8.4B

3

$704M

Jonathan Piskorowski1

4

$1.2B

None

N/A

7

$771M

John R. Porter

7

$7.0B

8

$321M

33

$5.8B

Lisa M. Sampson2

1

$303M

None

N/A

None

N/A

Donald Sauber

2

$1.4B

1

$62M

7,706

$10.8B

Vlasta Sheremeta

123

$114.4B

114

$105.2B

66

$135.4B

James Stavena

14

$4.2B

23

$7.1B

28

$4.6B

Michael Stoll

123

$114.4B

114

$105.2B

66

$135.4B

Marlene Walker Smith

123

$114.4B

114

$105.2B

66

$135.4B

Andrew Warwick

2

$3.7B

5

$8.2B

1

$542M

Torrey Zaches

14

$4.2B

19

$7.0B

27

$4.6B

Robert C. Zeuthen

6

$4.3B

None

N/A

16

$2.6B

1 Because Mr. Piskorowski became a primary portfolio manager of BNYMTGF as of October 25, 2022, his information is as of September 30, 2022.

2 Because Ms. Sampson became a primary portfolio manager of BNYMDIF as of January 13, 2023, her information is as of December 31, 2022.

The following table provides information on accounts managed (included within the table above) by each primary portfolio manager that are subject to performance-based advisory fees.

       

Primary
Portfolio Manager

Type of Account

Number of Accounts
Subject to Performance Fees

Total Assets of Accounts Subject to Performance Fees

       

John Bailer

Other Accounts

2

$33M

Daniel Barton

None

N/A

N/A

Karen Behr

Other Accounts

1

$51M

David Bowser

None

N/A

N/A

Paul Brain

None

N/A

N/A

E. Todd Briddell

None

N/A

N/A

Jeffrey Burger

None

N/A

N/A

I-11

 

       

Primary
Portfolio Manager

Type of Account

Number of Accounts
Subject to Performance Fees

Total Assets of Accounts Subject to Performance Fees

       

Parmeshwar Chadha

None

N/A

N/A

Roberto Croce

Registered Investment Company

1

$27M

Howard Cunningham

None

N/A

N/A

Dimitri Curtil

Registered Investment Company

1

$27M

 

Other Pooled Investment Vehicles

2

$296M

Brian C. Ferguson

Other Accounts

2

$68M

David France

None

N/A

N/A

Dean Frankel

Other Accounts

5

$509M

Todd Frysinger

None

N/A

N/A

Keith Howell

Other Accounts

4

$101M

David S. Intoppa

Other Accounts

3

$118M

Matthew T. Jenkin

None

N/A

N/A

Patrick Kent

Other Accounts

2

$81M

Monty A. Kori

None

N/A

N/A

Thomas Lee

None

N/A

N/A

Andrew Leger

Other Accounts

2

$81M

James A. Lydotes

Other Pooled Investment Vehicles

2

$27M

 

Other Accounts

1

$414M

Aron Pataki

Other Accounts

1

$103M

Jonathan Piskorowski

None

N/A

N/A

John R. Porter

Other Accounts

1

$51M

Lisa M. Sampson

None

N/A

N/A

Donald Sauber

None

N/A

N/A

Vlasta Sheremeta

None

N/A

N/A

James Stavena

Registered Investment Company

1

$27M

 

Other Pooled Investment Vehicles

3

$372M

Michael Stoll

None

N/A

N/A

Marlene Walker Smith

None

N/A

N/A

Andrew Warwick

None

N/A

N/A

Torrey Zaches

Registered Investment Company

1

$27M

 

Other Pooled Investment Vehicles

2

$296M

Robert C. Zeuthen

Other Accounts

1

$46M

The following table lists the dollar range of fund shares beneficially owned by the primary portfolio manager(s) as of the end of the fund's last fiscal year, except if otherwise indicated.

     

Primary Portfolio Manager

Fund

Dollar Range of Fund Shares Beneficially Owned

     

John Bailer

BNYMDVF

None

 

BNYMBOF

None

Daniel Barton

BNYMNJMBF

None

Karen Behr

BNYMBOF

None

 

BNYMRGF

None

David Bowser

BNYMBOF

None

Paul Brain

BNYMGDBIF

None

E. Todd Briddell

BNYMGRESF

None

Jeffrey Burger

BNYMNJMBF

None

Parmeshwar Chadha

BNYMGDBIF

None

I-12

 

     

Primary Portfolio Manager

Fund

Dollar Range of Fund Shares Beneficially Owned

     

Roberto Croce

BNYMDTRF

None

Howard Cunningham

BNYMGDBIF

None

Dimitri Curtil

BNYMDTRF

None

Brian C. Ferguson

BNYMDVF

Over $1,000,000

 

BNYMBOF

None

David France

BNYMISIF

None

 

BNYMS&P

None

 

BNYMSSIF

$1 - $10,000

 

BNYMMIF

None

Dean Frankel

BNYMGRESF

None

Todd Frysinger

BNYMISIF

None

 

BNYMS&P

None

 

BNYMSSIF

$1 - $10,000

 

BNYMMIF

None

Keith Howell

BNYMBOF

None

 

BNYMDVF

None

David S. Intoppa

BNYMDVF

$50,001-$100,000

Matthew T. Jenkin

BNYMBOF

None

 

BNYMRGF

$50,001 - $100,000

Patrick Kent

BNYMOMVF

None

 

BNYMOSCF

None

Monty A. Kori

BNYMRGF

None

Thomas Lee

BNYMLCEF

None

Andrew Leger

BNYMOMVF

None

 

BNYMOSCF

None

James A. Lydotes

BNYMBOF

None

Aron Pataki

BNYMGRRF

None

Jonathan Piskorowski

BNYTGF1

None

John R. Porter

BNYMBOF

None

 

BNYMRGF

None

Lisa M. Sampson

BNYMDIF2

None

Donald Sauber

BNYMLCEF

None

Vlasta Sheremeta

BNYMISIF

None

 

BNYMS&P

None

 

BNYMSSIF

None

 

BNYMMIF

None

James Stavena

BNYMDTRF

$50,001-$100,000

 

BNYMBOF3

None

Michael Stoll

BNYMISIF

None

 

BNYMS&P

None

 

BNYMSSIF

None

 

BNYMMIF

None

Marlene Walker Smith

BNYMISIF

None

 

BNYMS&P

None

 

BNYMSSIF

$1 - $10,000

 

BNYMMIF

None

Andrew Warwick

BNYMGRRF

None

Torrey Zaches

BNYMDTRF

$10,001 - $50,000

 

BNYMBOF

None

Robert C. Zeuthen

BNYMTGF

None

I-13

 

1 Mr. Piskorowski became a primary portfolio manager of BNYMTGF as of October 25, 2022, and, as of September 30, 2022, he did not own any shares of the fund.

2 Ms. Sampson became a primary portfolio manager of BNYMDIF as of January 13, 2023, and, as of December 31, 2022, she did not own any shares of the fund.

3 Mr. Stavena became a primary portfolio manager for BNYMBOF as of June 29, 2022, and, as of May 31, 2022, he did not own any shares of the fund.

ADVISERS' COMPENSATION; COMPLIANCE SERVICES

Advisers' Compensation

For each fund's last three fiscal years, the management fees payable by the fund, the reduction, if any, in the amount of the fee paid due to fee waivers and/or expense reimbursements by BNYM Investment Adviser and the net fees paid by the fund were as follows:

                   
 

2022 Fiscal Year

2021 Fiscal Year

2020 Fiscal Year

Fund

Fee payable

Reduction in fee

Net fee paid

Fee payable

Reduction in fee

Net fee paid

Fee payable

Reduction in fee

Net fee paid

                   

BNYMDIF1

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

N/A

BNYMDTRF2

$2,503,369

$213,073

$2,290,296

$4,114,790

$339,882

$3,774,908

$8,077,145

$390,494

$7,686,651

BNYMDVF

$10,436,518

$0

$10,436,518

$8,745,314

$0

$8,745,314

$7,855,972

$0

$7,855,972

BNYMGDBIF

$532,389

$0

$532,389

$587,945

$0

$587,945

$519,467

$36,474

$482,993

BNYMGRESF

$4,434,638

$0

$4,434,638

$4,619,354

$0

$4,619,354

$5,205,288

$0

$5,205,288

BNYMGRRF3

$28,293,935

$0

$28,293,935

$25,406,700

$1,673,234

$23,733,466

$22,165,963

$2,522,350

$19,643,613

BNYMISIF

$1,585,859

$30,167

$1,555,692

$1,951,829

$38,545

$1,913,284

$1,941,986

$51,985

$1,890,001

BNYMMIF

$5,115,711

$139,700

$4,976,011

$6,011,628

$256,750

$5,754,878

$5,648,583

$276,500

$5,372,083

BNYMOMVF

$3,536,521

$92,609

$3,443,912

$3,720,065

$0

$3,720,065

$3,564,477

$0

$3,564,477

BNYMOSCF

$3,400,230

$0

$3,400,230

$3,576,653

$0

$3,576,653

$3,350,321

$0

$3,350,321

BNYMRGF

$16,696,182

$0

$16,696,182

$13,970,289

$226,364

$13,743,925

$12,646,600

$173,026

$12,473,574

BNYMS&P

$5,582,630

$165,600

$5,417,030

$6,049,538

$215,800

$5,833,738

$5,406,366

$218,930

$5,187,436

BNYMSSIF

$4,131,741

$105,960

$4,025,781

$4,707,828

$188,350

$4,519,478

$3,972,593

$210,540

$3,762,053

BNYMTGF

$2,942,623

$0

$2,942,623

$3,457,350

$0

$3,457,350

$2,309,825

$0

$2,309,825

                   
 

2021 Fiscal Year

2020 Fiscal Year

2019 Fiscal Year

Fund

Fee payable

Reduction in fee

Net fee paid

Fee payable

Reduction in fee

Net fee paid

Fee payable

Reduction in fee

Net fee paid

                   

BNYMBOF

$2,801,528

$15,601

$2,785,927

$2,477,278

$0

$2,477,278

$2,495,664

$0

$2,495,664

BNYMLCEF

$6,307,590

$0

$6,307,590

$4,826,469

$0

$4,826,469

$4,445,625

$0

$4,445,625

BNYMNJMBF

$2,540,919

$319,094

$2,221,825

$2,557,145

$313,412

$2,243,733

$2,609,207

$333,164

$2,276,043

1 BNYM Investment Adviser receives no compensation for its management services to the fund. However, the Underlying Funds pay management fees to BNYM Investment Adviser or its affiliates.

2 BNYM Investment Adviser also is the investment adviser for DTR Commodity Fund Ltd., a wholly-owned and controlled subsidiary of BNYMDTRF, and has engaged NIMNA to serve as the subsidiary's sub-adviser. BNYMDTRF has agreed to pay BNYM Investment Adviser a management fee at the annual rate of 1.10% of the value of the subsidiary's average daily net assets. BNYM Investment Adviser has contractually agreed, for so long as BNYMDTRF invests in the subsidiary, to waive the management fee it receives from BNYMDTRF in an amount equal to the management fee paid to BNYM Investment Adviser by the subsidiary. For fiscal years 2020, 2021 and 2022, the management fee payable by BNYMDTRF amounted to $390,494, $205,776 and $265,640, respectively, all of which amounts were waived by BNYM Investment Adviser.

3 BNYM Investment Adviser also is the investment adviser for GRR Commodity Fund Ltd., a wholly-owned and controlled subsidiary of BNYMGRRF, and has engaged NIM to serve as the subsidiary's sub-adviser. BNYMGRRF has agreed to pay BNYM Investment Adviser a management fee at the annual rate of .75% of the value of the subsidiary's average daily net assets. BNYM Investment Adviser has contractually agreed, for so long as BNYMGRRF invests in the subsidiary, to waive the management fee it receives from BNYMGRRF in an amount equal to the

I-14

 

management fee paid to BNYM Investment Adviser by the subsidiary. For fiscal years 2020, 2021 and 2022, the management fee payable by BNYMDTRF amounted to $2,522,350, $1,673,234 and $690,692, respectively, all of which amounts were waived by BNYM Investment Adviser.

The contractual fee rates paid by BNYM Investment Adviser to a fund's Sub-Adviser, if any, and the effective rate paid in the last fiscal year, are as follows (expressed as an annual rate as a percentage of the fund's average daily net assets):

       

Fund

Sub-Adviser

Fee Rate

Effective Fee Rate for the Last Fiscal Year

       

BNYMBOF

INA*

0.04%

0.01%

BNYMBOF

NIMNA

0.30%

0.08%

BNYMDTRF

NIMNA (prior to September 1, 2021, Mellon)

0.65%

0.63%

BNYMDVF

NIMNA*

0.288%

0.280%

BNYMGDBIF

NIM

0.19%

0.18%

BNYMGRESF

CenterSquare

0.46%

0.43%

BNYMGRRF

NIM

0.36%

0.34%

BNYMNJMBF

INA*

0.288%

0.288%

BNYMOMVF

NIMNA*

0.36%

0.34%

BNYMOSCF

NIMNA*

0.36%

0.36%

BNYMRGF

NIMNA*

0.36%

0.34%

BNYMTGF

NIMNA*

0.36%

0.36%

* NIMNA or INA, as applicable, was appointed as Sub-Adviser effective September 1, 2021.

I-15

 

For a fund's last three fiscal years, the fees payable by BNYM Investment Adviser to the fund's Sub-Adviser, if any, the reduction, if any, in the amount of the fee paid due to fee waivers by the Sub-Adviser and the net fees paid were as follows:

                   
 

2022 Fiscal Year

2021 Fiscal Year

2020 Fiscal Year

Fund/Sub-Adviser

Fee

payable

Reduction in fee

Net fee paid

Fee payable

Reduction in fee

Net fee paid

Fee payable

Reduction in fee

Net fee paid

                   

BNYMDTRF/

NIMNA**

$1,479,264

$39,345

$1,439,919

$2,346,975

$0

$2,346,975

$4,492,040

$0

$4,492,040

BNYMDVF/

NIMNA*

$4,973,198

$110,060

$4,863,138

N/A

N/A

N/A

N/A

N/A

N/A

BNYMGDBIF/
NIM

$255,547

$15,191

$240,356

$282,213

$34,751

$247,462

$249,344

$5,016

$244,328

BNYMGRESF/ CenterSquare

$2,128,626

$128,565

$2,000,061

$2,217,290

$100,620

$2,116,670

$2,498,539

$103,329

$2,395,210

BNYMGRRF/
NIM

$13,581,089

$687,884

$12,893,205

$12,195,216

$1,666,166

$10,529,050

$10,639,662

$2,897,292

$7,742,370

BNYMOMVF/
NIMNA*

$1,690,257

$71,561

$1,618,696

N/A

N/A

N/A

N/A

N/A

N/A

BNYMOSCF/
NIMNA*

$1,625,259

$0

$1,625,259

N/A

N/A

N/A

N/A

N/A

N/A

BNYMRGF/
NIMNA*

$3,998,570

$213,155

$3,785,415

N/A

N/A

N/A

N/A

N/A

N/A

BNYMTGF/

NIMNA*

$1,405,526

$0

$1,405,526

N/A

N/A

N/A

N/A

N/A

N/A

                   
 

2021 Fiscal Year

2020 Fiscal Year

2019 Fiscal Year

Fund/Sub-Adviser

Fee

payable

Reduction in fee

Net fee paid

Fee payable

Reduction in fee

Net fee paid

Fee payable

Reduction in fee

Net fee paid

                   

BNYMBOF/
INA*

$36,216

$0

$36,216

N/A

N/A

N/A

N/A

N/A

N/A

BNYMBOF/
NIMNA*

$271,619

$0

$271,619

N/A

N/A

N/A

N/A

N/A

N/A

BNYMNJMBF/
INA*

$193,467

$0

$193,467

N/A

N/A

N/A

N/A

N/A

N/A

* NIMNA or INA, as applicable, was appointed as Sub-Adviser effective September 1, 2021.

** Prior to September 1, 2021, Mellon was Sub-Adviser.

Compliance Services

The funds' compliance program is developed, implemented and maintained by the funds' CCO and the CCO staff. The funds bear the CCO's compensation (which is approved by the boards), as well as the compensation of the CCO staff and the expenses of the CCO and the CCO staff (including administrative expenses). The CCO and the CCO staff work exclusively on the compliance program and related matters for the funds and other funds in the BNY Mellon Family of Funds and BNY Mellon Funds Trust, and compensation and expenses of the CCO and the CCO staff generally are allocated among such funds based on an equal amount per fund with incremental amounts allocated to funds with more service providers (including Sub-Advisers). Such compensation and expenses for the funds' last fiscal years were as follows:

   

Fund

CCO and Staff Compensation and Expenses*

   

BNYMBOF

$16,833

BNYMDIF

$13,924

BNYMDTRF

$17,405

BNYMDVF

$17,169

BNYMGDBIF

$17,405

BNYMGRESF

$17,405

BNYMGRRF

$17,405

I-16

 

   

Fund

CCO and Staff Compensation and Expenses*

BNYMISIF

$17,405

BNYMLCEF

$14,276

BNYMMIF

$17,405

BNYMNJMBF

$14,276

BNYMOMVF

$17,169

BNYMOSCF

$17,169

BNYMRGF

$14,597

BNYMS&P

$17,405

BNYMSSIF

$17,405

BNYMTGF

$17,169

* For unitary fee funds, such compensation and expenses are borne by BNYM Investment Adviser.

SECURITIES LENDING ACTIVITIES

The dollar amounts of income and fees and compensation paid to all service providers (including fees, if any, paid to BNYM Investment Adviser for cash collateral management and fees paid to BNY Mellon as securities lending agent), related to certain funds' securities lending activities during the most recent fiscal year* were as follows:

         

Fund

BNYMOMVF

BNYMOSCF

BNYMDVF

BNYMTGF

Gross income from securities lending activities (including income from cash collateral reinvestment)

$42,523

$90,904

$23,069

$18,352

Fees and/or compensation for securities lending activities and related services

       

Fees paid to securities lending agent from a revenue split

$3,603

$8,248

$1,744

$2,202

Fees paid for any cash collateral management service (including fees deducted from a pooled cash collateral reinvestment vehicle) that are not included in the revenue split

$0

$0

$0

$0

Administrative fees not included in revenue split

$0

$0

$0

$0

Indemnification fees not included in revenue split

$0

$0

$0

$0

Rebate (paid to borrower)

$12,488

$22,139

$8,529

$0

Other fees not included in revenue split

$0

$0

$0

$0

Aggregate fees/compensation for securities lending activities

$16,091

$30,387

$10,273

$2,202

I-17

 

         

Fund

BNYMOMVF

BNYMOSCF

BNYMDVF

BNYMTGF

Net income from securities lending activities

$26,432

$60,517

$12,796

$16,150

             

Fund

BNYMGDBIF

BNYMGRRF

BNYMISIF

BNYMS&P

BNYMSSIF

BNYMMIF