STATEMENT OF ADDITIONAL INFORMATION

December 30, 2022

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, dated as of the date of this SAI, 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 Trust at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, visit www.im.bnymellon.com or, for the money market funds, www.dreyfus.com, or call one of the following numbers: Wealth Management Clients and Investment Advisory Firm Clients – call toll free 1-866-804-5023 (1-617-248-3014 outside the U.S.); Individual Account Holders of Class M shares and Investor shares (other than BNY Mellon Wealth Brokerage Clients) – call toll free 1-800-373-9387; holders of Class A, Class C, Class I or Class Y shares of BNY Mellon Income Stock Fund – call your financial advisor or call toll free 1-800-373-9387; BNY Mellon Wealth Brokerage Clients – call toll free 1-800-830-0549 – Option 2 for BNY Mellon Wealth Management Direct or 1-800-843-5466 for former brokerage clients of BNY Mellon Wealth Advisors whose accounts are now held by BNY Mellon Brokerage Services; and participants in Qualified Employee Benefit Plans and Retirement Plans – call toll free 1-866-804-5023.

The most recent annual report and semi-annual report to shareholders for the funds 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 here. All classes of a fund have the same prospectus date, except if otherwise indicated. 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 ended August 31st. Capitalized but undefined terms used in this SAI are defined in the Glossary at the end of this SAI.

     

Fund

Abbreviation

Share Class/Ticker

BNY Mellon Asset Allocation Fund

AAF

Class M/MPBLX
Investor/MIBLX

BNY Mellon Bond Fund

BF

Class M/MPBFX
Investor/MIBDX

BNY Mellon Corporate Bond Fund

CBF

Class M/BYMMX
Investor/BYMIX

BNY Mellon Emerging Markets Fund

EMF

Class M/MEMKX
Investor/MIEGX

BNY Mellon Focused Equity Opportunities Fund

FEOF

Class M/MFOMX
Investor/MFOIX

BNY Mellon Government Money Market Fund

GMMF

Class M/MLMXX
Investor/MLOXX

BNY Mellon Income Stock Fund

ISF

Class M/MPISX
Investor/MIISX

Class A/BMIAX
Class C/BMISX
Class I/BMIIX
Class Y/BMIYX

BNY Mellon Intermediate Bond Fund

IBF

Class M/MPIBX
Investor/MIIDX

BNY Mellon International Equity Income Fund

IEIF

Class M/MLIMX
Investor/MLIIX

BNY Mellon International Fund

IF

Class M/MPITX
Investor/MIINX

BNY Mellon Massachusetts Intermediate Municipal Bond Fund

MIMBF

Class M/MMBMX
Investor/MMBIX

BNY Mellon Mid Cap Multi-Strategy Fund

MCMF

Class M/MPMCX
Investor/MIMSX

   



GRP12-SAI-1222

 

 

     

Fund

Abbreviation

Share Class/Ticker

BNY Mellon Municipal Opportunities Fund

MOF

Class M/MOTMX
Investor/MOTIX

BNY Mellon National Intermediate Municipal Bond Fund

NIMBF

Class M/MPNIX
Investor/MINMX

BNY Mellon National Municipal Money Market Fund

NMMMF

Class M/MOMXX
Investor/MNTXX

BNY Mellon National Short-Term Municipal Bond Fund

NSMBF

Class M/MPSTX
Investor/MINSX

BNY Mellon New York Intermediate Tax-Exempt Bond Fund

NYITBF

Class M/MNYMX
Investor/MNYIX

BNY Mellon Pennsylvania Intermediate Municipal Bond Fund

PIMBF

Class M/MPPIX
Investor/MIPAX

BNY Mellon Short-Term U.S. Government Securities Fund

SUSGSF

Class M/MPSUX
Investor/MISTX

BNY Mellon Small Cap Multi-Strategy Fund

SCMF

Class M/MPSSX
Investor/MISCX


 

 

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-4

Board Members' Compensation

I-6

OFFICERS

I-6

CERTAIN PORTFOLIO MANAGER INFORMATION

I-8

ADVISERS' COMPENSATION; COMPLIANCE SERVICES

I-11

Advisers' Compensation

I-11

Compliance Services

I-14

ADMINISTRATION COMPENSATION

I-14

SECURITIES LENDING ACTIVITIES

I-15

SALES LOADS, CDSCS AND DISTRIBUTOR'S COMPENSATION

I-17

OFFERING PRICE

I-18

SECURITIES OF REGULAR BROKERS OR DEALERS

I-19

COMMISSIONS

I-21

PORTFOLIO TURNOVER VARIATION

I-22

SHARE OWNERSHIP

I-24

PART II

   

INVESTMENTS, INVESTMENT TECHNIQUES AND RISKS

II-1

Funds other than Money Market Funds

II-1

BNY Mellon Emerging Markets Fund

II-17

BNY Mellon National Intermediate Municipal Bond Fund, BNY Mellon Municipal
Opportunities Fund and BNY Mellon National Short-Term Municipal Bond Fund

II-17

BNY Mellon International Equity Income Fund

II-17

BNY Mellon Massachusetts Intermediate Municipal Bond Fund

II-18

BNY Mellon Massachusetts Intermediate Municipal Bond Fund, BNY Mellon Municipal
Opportunities Fund, BNY Mellon National Intermediate Municipal Bond Fund, BNY Mellon
National Short-Term Municipal Bond Fund, BNY Mellon New York
Intermediate Tax-Exempt Bond

II-18

BNY Mellon Municipal Opportunities Fund

II-18

BNY Mellon National Intermediate Municipal Bond Fund and
BNY Mellon National Short-Term Municipal Bond Fund

II-18

BNY Mellon New York Intermediate Tax-Exempt Bond Fund

II-18

BNY Mellon Pennsylvania Intermediate Municipal Bond Fund

II-19

Money Market Funds

II-19

BNY Mellon National Municipal Money Market Fund

II-20

INVESTMENT RESTRICTIONS

II-22

Fundamental Policies

II-22

Nonfundamental Policies

II-24

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

II-25


 

 

   

INFORMATION ABOUT THE FUNDS' ORGANIZATION AND STRUCTURE

II-27

ADMINISTRATION AGREEMENT

II-27

COUNSEL AND INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

II-28

RISKS OF INVESTING IN STATE MUNICIPAL SECURITIES

II-29

Massachusetts

II-29

General Information

II-29

Commonwealth Finances

II-29

Cash Flow

II-29

Commonwealth Revenues

II-30

Federal and Other Non-Tax Revenues

II-30

Commonwealth Expenditures

II-31

Commonwealth Financial Support for Local Governments

II-32

Medicaid

II-32

Other Health and Human Services

II-32

Commonwealth Pension Obligations

II-33

Higher Education

II-33

Capital Spending

II-33

Massachusetts Bay Transportation Authority (MBTA)

II-33

Commonwealth Indebtedness

II-34

General Authority to Borrow

II-34

General Obligation Debt

II-34

Special Obligation Debt

II-34

Litigation

II-36

Programs and Services

II-36

Medicaid Audits and Regulatory Reviews

II-36

Taxes and Other Revenues

II-37

Environmental

II-37

Other Litigation

II-38

New York

II-39

Economic Trends

II-39

U.S. Economy

II-39

State Economy

II-39

The City of New York

II-39

Other Localities

II-40

Special Considerations

II-40

State Finances

II-42

Summary of State General Fund Operating Results

II-42

Fiscal Year 2023 Enacted Budget Financial Plan

II-42

State Indebtedness

II-42

Cash Position

II-43

Limitations on State-Supported Debt

II-43

State-Supported Debt

II-43

Ratings

II-44

State Supported Borrowing Plan

II-44

Pension and Retirement Systems

II-44

Litigation

II-45

Real Property Claims

II-45

School Aid

II-46

Health Insurance Premiums

II-46

Compensation of Assigned Counsel

II-46

Pennsylvania

II-47

COVID-19 Pandemic

II-47

General Information

II-47

Description of Funds

II-47


 

 

   

Revenues

II-48

Expenditures

II-48

Education

II-48

Public Health and Human Services

II-49

Transportation

II-49

Financial Performance

II-49

Fiscal Year 2021 Budget

II-49

Motor License Fund—Fiscal Year 2021

II-49

State Lottery Fund—Fiscal Year 2021

II-50

Commonwealth Indebtedness

II-50

Ratings

II-51

Pensions and Retirement Systems

II-51

Litigation

II-51

PART III

   

HOW TO BUY SHARES

III-1

Information Regarding the Offering of Share Classes

III-1

Investment Minimums

III-3

Small Account Policies

III-4

In-Kind Purchases

III-4

Information Pertaining to Purchase Orders

III-4

Purchases Through Service Agents

III-4

TeleTransfer Privilege

III-4

Reopening an Account (Class A, Class C, Class I and Class Y Shares only)

III-6

Information Relating to Purchase Orders (money market funds only)

III-7

Converting Shares

III-7

Taxpayer ID Number

III-7

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

III-7

HOW TO REDEEM SHARES

III-8

Class M and Investor Shares

III-9

Contingent Deferred Sales Charge (BNY Mellon Income Stock Fund only)

III-9

Redemption Through an Authorized Entity (Class A, Class C, Class I and Class Y Shares)

III-10

Redemption Through an Authorized Entity (Retail MMF)

III-10

Checkwriting Privilege

III-10

Wire Redemption Privilege

III-11

TeleTransfer Privilege

III-11

Reinvestment Privilege (Class A Shares)

III-11

Medallion Signature Guarantees

III-12

Redemption Commitment

III-12

Suspension of Redemptions

III-12

Fund Liquidation (money market funds only)

III-12

Liquidity Fees and Redemption Gates (Retail MMF only)

III-13

SHAREHOLDER SERVICES

III-13

Fund

III-13

Auto-Exchange Privilege

III-15

Automatic Asset Builder®

III-16

Government Direct Deposit Privilege

III-16

Payroll Savings Plan

III-16

Dividend Options

III-16

Dividend Sweep

III-16

Dividend ACH

III-16

Automatic Withdrawal Plan

III-17

Letter of IntentClass A Shares

III-17

Retirement Plans and IRAsBNY Mellon Income Stock Fund

III-18


 

 

   

DISTRIBUTION PLAN AND SHAREHOLDER SERVICES PLAN

III-18

ADDITIONAL INFORMATION ABOUT INVESTMENTS,

INVESTMENT TECHNIQUES AND RISKS

III-19

All Funds

III-19

All Funds other than Money Market Funds

III-21

Equity Securities

III-21

Common Stock

III-21

Preferred Stock

III-21

Convertible Securities

III-22

Warrants and Stock Purchase Rights

III-23

IPOs

III-23

Fixed-Income Securities

III-23

U.S. Government Securities

III-24

Corporate Debt Securities

III-25

Ratings of Securities; Unrated Securities

III-25

High Yield and Lower-Rated Securities

III-26

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

III-27

Inflation-Indexed Securities

III-28

Variable and Floating Rate Securities

III-28

Participation Interests and Assignments

III-29

Mortgage-Related Securities

III-30

Asset-Backed Securities

III-34

Collateralized Debt Obligations

III-35

LIBOR Rate Risk

III-35

Municipal Securities

III-35

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

III-41

Funding Agreements

III-41

Real Estate Investment Trusts (REITs)

III-41

Money Market Instruments

III-42

Bank Obligations

III-42

Repurchase Agreements

III-42

Commercial Paper

III-42

Foreign Securities

III-42

Investing in Europe

III-43

Emerging Markets

III-44

Certain Asian Emerging Market Countries

III-45

Investing in China

III-45

Investing in Variable Interest Entities

III-48

Investing in Taiwan

III-48

Investing in India

III-49

Investing in South Korea

III-49

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-52

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

Derivatives

III-57

Risks

III-57

Specific Types of Derivatives

III-59

Foreign Currency Transactions

III-66

Commodities

III-67

Commodity

III-68

Short-Selling

III-68

Lending Portfolio Securities

III-68

Borrowing Money

III-69

Borrowing Money for Leverage

III-69

Reverse Repurchase Agreements

III-69

Forward Commitments

III-70

Forward Roll Transactions

III-70

Illiquid Investments

III-70

Illiquid Investments Generally

III-70

Section 4(2) Paper and Rule 144A Securities

III-71

Non-Diversified Status

III-71

Investments in the Technology Sector

III-71

Investments in the Real Estate Sector

III-71

Investments in the Natural Resources Sector

III-72

Money Market Funds

III-72

Ratings of Securities

III-73

Treasury Securities

III-73

U.S. Government Securities

III-73

Repurchase Agreements

III-74

Bank Obligations

III-74

Bank Securities

III-75

Floating and Variable Rate Obligations

III-75

Participation Interests

III-76

Asset-Backed Securities

III-76

Commercial Paper

III-76

Investment Companies

III-76

Foreign Securities

III-76

Municipal Securities

III-76

Derivative Products

III-77

Stand-By Commitments

III-77

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

III-77

Illiquid Investments

III-77

Borrowing Money

III-77

Reverse Repurchase Agreements

III-77

Forward Commitments

III-77

Interfund Borrowing and Lending Program

III-77

Lending Portfolio Securities

III-78

Money Market Fund Material Events

III-78

Imposition of Liquidity Fees and Temporary Suspensions of Fund Redemptions

III-78

RATING CATEGORIES

III-78

S&P

III-78

Long-Term Issue Credit Ratings

III-79

Short-Term Issue Credit Ratings

III-79

Municipal Short-Term Note Ratings Definitions

III-80

Moody's

III-80

Long-Term Obligation Ratings and Definitions

III-80


 

 

   

Short-Term Ratings

III-81

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

III-81

Fitch

III-82

Corporate Finance Obligations — Long-Term Rating Scales

III-82

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

III-83

Short-Term Ratings Assigned to Issuers and Obligations

III-83

DBRS

III-84

ADDITIONAL INFORMATION ABOUT THE BOARD

III-85

Board's Oversight Role in Management

III-85

Board Composition and Leadership Structure

III-86

Additional Information About the Board and Its Committees

III-86

MANAGEMENT ARRANGEMENTS

III-86

BNYM Investment Adviser

III-86

Sub-Advisers

III-87

Portfolio Managers and Portfolio Manager Compensation

III-87

BNY Mellon Wealth Management

III-87

BNYM Investment Adviser

III-88

Newton

III-89

Certain Conflicts of Interest with Other Accounts

III-89

Code of Ethics

III-90

Distributor

III-90

Transfer and Dividend Disbursing Agent and Custodian

III-91

Annual Anti-Money Laundering Program Review

III-92

Funds' Compliance Policies and Procedures

III-92

Escheatment

III-92

DETERMINATION OF NAV

III-93

Valuation of Portfolio Securities (funds other than money market funds)

III-93

Valuation of Portfolio Securities (money market funds only)

III-94

Calculation of NAV

III-94

Expense Allocations

III-94

NYSE and Transfer Agent Closings

III-94

DIVIDENDS AND DISTRIBUTIONS

III-94

Funds other than Money Market Funds

III-95

Money Market Funds

III-95

TAXATION

III-96

PORTFOLIO TRANSACTIONS

III-107

Trading the Funds' Portfolio Securities

III-107

Soft Dollars

III-109

IPO Allocations

III-110

DISCLOSURE OF PORTFOLIO HOLDINGS

III-110

Policy

III-110

Procedures for Disclosing Fund Portfolio Holdings

III-110

Public Disclosure of Fund Portfolio Holdings

III-111

Ongoing Arrangements

III-111

Press Interviews, Broker Discussions, etc.

III-112

Confidential Dissemination of Portfolio Holding

III-112

Disclosure of Portfolio Holdings to Employees

III-112

Procedures for Disclosing Fund Portfolio Characteristics

III-112

Public Disclosure of the Portfolio Characteristics of a Fund

III-113

Information Deemed Not to be Portfolio Holdings Information

III-113

Trading Desk and Research Reports

III-113


 

 

   

Confidentiality Agreements

III-113

Additional Restrictions

III-113

Waivers of Restrictions

III-114

Disclosures Required by Law

III-114

Reporting of Violations

III-114

SUMMARY OF THE PROXY VOTING POLICY AND PROCEDURES

III-114

ADDITIONAL INFORMATION ABOUT THE FUNDS' STRUCTURE; FUND SHARES

AND VOTING RIGHTS

III-115

Massachusetts Business Trusts

III-115

Fund Shares and Voting Rights

III-116

GLOSSARY

III-116

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

     

Name
Year of Birth
Position with Trust (Since)

Principal Occupation During Past 5 Years

Other Public Company Board Memberships During Past 5 Years

     

Patrick J. O'Connor
1943
Board Member, Chairman of the Board (2000)

Attorney, Cozen O'Connor, P.C. (1973 – Present); Vice Chairman (1980 – 2002); and President and Chief Executive Officer (2002 – 2007)

N/A

John R. Alchin
1948
Board Member (2008)

Retired

The Barnes Foundation, an art museum, Trustee (2017 – Present)

Metropolitan AIDS Neighborhood Nutrition Alliance, Advisory Board Member (2004 – Present)

Philadelphia Art Museum, Board Member (2008 – Present)

Xplornet Communications, Inc., a rural wireless tele-communications provider, Director (2015 – 2020)

Ralph Lauren Corporation, a retail clothing and home furnishings company, Director (2007 – Present), and Chair of Audit Committee (2018 – Present)

Ronald R. Davenport
1936
Board Member (2000)

Sheridan Broadcasting Corporation, Chairman (1972 – Present)

N/A

Kim D. Kelly
1956
Board Member (2008)

Consultant (2005 – Present)

MCG Capital Corp., a business development company, Director (2004 – 2015)

HITV, broadcasting, President (2015 – 2019)

I-1


 

     

Name
Year of Birth
Position with Trust (Since)

Principal Occupation During Past 5 Years

Other Public Company Board Memberships During Past 5 Years

     

Kevin C. Phelan
1944
Board Member (2000)

Colliers International, Mortgage Banker (1978 – Present); and Co-Chairman (2010 – Present)

A.D. Makepeace Co., cranberry grower and real estate development company, Director (2019 – Present)

Industrial Logistics Properties Trust, a real estate company, Trustee (2020 – Present)

Patrick J. Purcell

1947
Board Member (2000)

jobfind.com, an employment search site on the world wide web, President and Founder (1996 – 2018)

The Boston Herald, President and Publisher (1994 – 2018)

Herald Media, President and Chief Executive Officer (2001 – 2018)

N/A

Thomas F. Ryan, Jr.
1941
Board Member (2000)

Retired

Boston College, Trustee Associate (2013 – Present)

NYISO Independent System Operator, a non-profit organization responsible for managing the state of New York's electric grid, Director (1998 – 2021)

RepliGen Corporation, a biopharmaceutical company, Director (2002 – Present)

Maureen M. Young
1945
Board Member (2000)

Retired

N/A

Each of the board members serves on the board's audit, nominating, litigation, compensation and pricing committees.

Each board member serves until his or her respective successor has been duly elected and qualified or until his or her earlier death, resignation, retirement or removal. Effective January 1, 2021 (the "Effective Date"), (i) any board member who became a board member of the Trust on or after the Effective Date is required to retire from the board, upon reaching the age of 80, and (ii) any board member who became a board member of the Trust before the Effective Date is required to retire from the board five years after the Effective Date or upon reaching the age of 80, whichever event occurs last.

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 board believes has prepared them to be effective board members. The board believes that the

I-2


 

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 board believes that board members need to have the ability to critically review, evaluate, question and discuss information provided to them, and to interact effectively with Trust management, service providers and counsel, in order to exercise effective business judgment in the performance of their duties; the 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 board for the Trust) 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 board's nominating committee contains certain other factors considered by the committee 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 the Trust's or BNYM Investment Adviser's counsel; counsel to the Trust and to the board have significant experience advising funds and fund board members. The board and its committees have the ability to engage other experts as appropriate. The board evaluates its performance on an annual basis.

 Patrick J. O'Connor – Since 1973, Mr. O'Connor has served in various roles at his law firm Cozen O'Connor, P.C., including Vice Chairman from 1980 to 2002 and Chief Executive Officer and President from 2002 to 2007. His legal practice involves litigation arising out of contracts, banking matters, estates, professional liability, healthcare and aviation-related claims. Mr. O'Connor has served as a fellow or board member of a number of legal, professional, civic and educational organizations. In addition, Mr. O'Connor is a member of the Board of Directors of Crowley Chemical Company, Inc. and Chairman of the Board of Trustees of Temple University. Mr. O'Connor served as Chairman of Franklin Security Bank from 2008 to 2014.

 John R. Alchin – From 1990 to 2007, Mr. Alchin served in various roles, including Executive Vice President, Co-Chief Financial Officer and Treasurer, as an executive of the Comcast Corporation. Prior to joining Comcast in 1990, Mr. Alchin was a Managing Director of Toronto Dominion Bank from 1980 to 1990. Mr. Alchin served as a member of the Board of Directors of Big Brothers Big Sisters of Southeastern Pennsylvania from 2003 to 2012. Mr. Alchin is an Advisory Board Member of MANNA (Metropolitan AIDS Neighborhood Nutrition Alliance), and a Trustee of the Philadelphia Museum of Art and Chairman of the Museum's Finance Committee.

 Ronald R. Davenport – Mr. Davenport is Chairman, and one of the original founders, of Sheridan Broadcasting Corporation, and Co-Chairman of American Urban Radio Networks. Mr. Davenport was Dean of the Duquesne University School of Law from 1970 to 1982, and served as a member of the President's Commission on White House Fellowships and on the National Board of the United States Chamber of Commerce. Mr. Davenport was a Director of Blaylock & Partners, L.P., an investment banking firm, from 2005 to 2006. He is a former member of the National Urban League Board of Directors and former President of the Urban League of Pittsburgh.

 Kim D. Kelly – Ms. Kelly currently serves as a consultant, primarily to private equity firms, in the media and restructuring fields. Most recently, from 2008 to 2010, Ms. Kelly served as Chief Restructuring Officer of Equity Media Holdings Corporation, an owner of broadcast stations. Previously, Ms. Kelly held executive positions with a number of large media companies, such as Arroyo Video Solutions, Inc., where she also served on the Board of Directors, Insight Communications Company, Inc. and Insight Midwest, L.P. From 2004 to 2016, Ms. Kelly served as a Director of MCG Capital Corporation, a business development company.

 Kevin C. Phelan – Mr. Phelan is Co-Chairman of Colliers International (formerly, Colliers Meredith & Grew Inc. and Meredith & Grew, Inc.), a commercial real estate firm. Mr. Phelan joined Meredith & Grew, Inc. in 1978 and founded its Capital Markets group, which represents insurance companies and conduits, and maintains a servicing portfolio valued at $1 billion. Mr. Phelan serves on the Board of Directors of A.D. Makepeace Co., a cranberry grower and real estate development company, and on the Board of Trustees of Industrial Logistics Property Trust, a real estate company. In addition, Mr. Phelan has served on correspondent advisory councils

I-3


 

for both AEGON U.S.A. Realty Advisors, Inc. and Nationwide Life Insurance Company, as well as numerous non-profit boards and committees.

 Patrick J. Purcell – Mr. Purcell has more than 40 years of experience in the publishing industry. From 1970 to 1980, Mr. Purcell worked for the New York Daily News, and in 1980 he joined News Corporation, where he served in numerous capacities, including Associate Publisher of the Village Voice, Vice President of Advertising Sales for the New York Post, President of News America/Newspapers, President and Chief Executive Officer of News America Publishing, Inc., Publisher of the New York Post and President and Publisher of the Boston Herald. In 1993, Mr. Purcell purchased the Boston Herald from News Corporation. Mr. Purcell served as Executive Chairman of Ottaway Newspapers, Inc. from 2009 to 2013. In addition, Mr. Purcell serves on the Boards of Directors of a number of non-profit organizations.

 Thomas F. Ryan, Jr. – Mr. Ryan is the former President and Chief Operating Officer of the American Stock Exchange (now known as the NYSE Amex Equities), from which he retired in 1999. Prior to that, Mr. Ryan held a variety of positions at the investment banking firm of Kidder, Peabody & Co., Inc., including serving as its Chairman in 1995. He has been a Trustee Associate at Boston College since 2013, where he served as Trustee from 1995 to 2013, and currently serves as a Director of RepliGen Corp., a biopharmaceutical company. In addition, Mr. Ryan served as a Director of NYISO Independent System Operator, a non-profit organization responsible for managing the state of New York’s electric grid (1998 – 2021) and was a member of the NYSE Market Performance Committee and Chairman of the Traders Advisory Committee to the Chairman of NYSE.

 Maureen M. Young – Ms. Young served as the Director of the Office of Government Relations at Carnegie Mellon University from 2000 to 2007. Ms. Young also served as a member of the Board of Directors of Maglev, Inc., a company seeking a partnership between industry and government in Pennsylvania to create a magnetically levitated high-speed transportation system, from 2001 to 2008. Ms. Young serves on the boards of a number of non-profit organizations.

Committee Meetings

The board's audit and pricing committees met three times during the funds' last fiscal year. The compensation committee met once and the litigation and nominating committees did not meet during the funds' last fiscal year.

Board Members' Fund Share Ownership

The table below indicates the dollar range of each board member's ownership of fund shares and shares of all funds in the aggregate, in each case as of December 31, 2021.

                 

Fund

Patrick J. O'Connor

John R. Alchin

Ronald R. Davenport

Kim D. Kelly

Kevin C. Phelan

Patrick J. Purcell

Thomas F. Ryan, Jr.

Maureen M. Young

                 

AAF

None

None

None

None

None

None

None

None

BF

None

None

None

None

None

None

None

None

CBF

None

None

None

None

None

None

None

None

EMF

None

$50,001 - $100,000

None

None

None

$10,001-$50,000

None

None

FEOF

None

None

None

None

None

None

None

$10,001 - $50,000

GMMF

None

None

None

None

None

None

None

None

ISF

None

None

None

None

None

$10,001 - $50,000

Over $100,000

None

IBF

None

None

None

None

None

None

None

None

I-4


 

                 

Fund

Patrick J. O'Connor

John R. Alchin

Ronald R. Davenport

Kim D. Kelly

Kevin C. Phelan

Patrick J. Purcell

Thomas F. Ryan, Jr.

Maureen M. Young

                 

IEIF

None

None

None

None

None

None

Over $100,000

None

IF

None

None

None

None

None

$10,001 - $50,000

None

None

MIMBF

None

None

None

None

None

$10,001-$50,000

None

None

MCMF

None

Over $100,000

None

None

None

$10,001 - $50,000

None

None

MOF

None

Over $100,000

None

None

$50,001 - $100,000

None

None

None

NIMBF

None

None

None

None

None

$10,001-$50,000

None

None

NMMMF

None

Over $100,000

None

None

None

None

None

None

NSMBF

None

None

None

None

None

None

None

None

NYITBF

None

None

None

None

None

None

None

None

PIMBF

None

None

None

None

None

None

None

None

SUSGSF

None

None

None

None

None

None

None

None

SCMF

None

None

None

$10,001 - $50,000

None

$10,001-$50,000

None

None

Aggregate holdings of all funds

None

Over $100,000

None

$10,001 - $50,000

$50,001 - $100,000

Over $100,000

Over $100,000

$10,001 - $50,000

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

As of December 31, 2021, none of the board members or their immediate family members owned securities of BNYM Investment Adviser, any Sub-Adviser, 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-Adviser 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 and Chairman of the Audit Committee receiving additional compensation. The funds reimburse board members for their expenses. The funds do not have a bonus, pension, profit-sharing or retirement plan.

The aggregate amount of fees paid to each current board member by the Trust for the fiscal year ended August 31, 2022 for all funds comprising the Trust were as follows:

   

Name of Board Member

Aggregate Compensation from the Trust*

   

John R. Alchin

$159,700

Ronald R. Davenport

$159,700

Kim D. Kelly

$159,700

Patrick J. O'Connor

$189,600

Kevin C. Phelan

$159,700

Patrick J. Purcell

$159,700

Thomas F. Ryan, Jr.

$179,600

Maureen M. Young

$159,700

* Amount does not include expenses reimbursed by the Trust to board members for attending board meetings.

OFFICERS

     

Name
Year of Birth
Position
Since

Principal Occupation During Past 5 Years

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

     

Patrick T. Crowe
1964
President
2015

National Director of Investment Advisory, Analytics and Solutions for BNY Mellon Wealth Management since July 2014

1 (21)

James Windels
1958
Treasurer
2001

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

56 (128)

Peter M. Sullivan
1968
Chief Legal Officer, Vice President and Assistant Secretary
20191

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; Managing Counsel of BNY Mellon from March 2009 to December 2020

56 (128)

James Bitetto
1966
Vice President and Secretary
20052

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

56 (128)

I-6


 

     

Name
Year of Birth
Position
Since

Principal Occupation During Past 5 Years

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

     

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

56 (128)

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

56 (128)

Jeff S. Prusnofsky
1965
Vice President and Assistant Secretary
2005

Senior Managing Counsel of BNY Mellon

56 (128)

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

56 (128)

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, 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; Assistant Secretary of BNYM Investment Adviser from April 2018 to August 2021

55 (127)

Gavin C. Reilly
1968
Assistant Treasurer
2005

Tax Manager – BNY Mellon Fund Administration

56 (128)

I-7


 

     

Name
Year of Birth
Position
Since

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

56 (128)

Robert Svagna
1967
Assistant Treasurer
2002

Senior Accounting Manager – BNY Mellon Fund Administration

56 (128)

Joseph W. Connolly
1957
CCO
2004

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

55 (113)

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

48 (120)

* "Fund Complex" comprises registered investment companies for which BNYM Investment Adviser or an affiliate of BNYM Investment Adviser serves as investment adviser.
1 Chief Legal Officer since July 2021.

2 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
(not applicable to money market funds)

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, 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 C. Bailer

7

$5.5B

2

$358.4M

38

$4.9B

Karen Behr

7

$4.9B

3

$351.6M

24

$3M

Paul Birchenough

3

$615.4M

4

$489.1M

1

$1.3B

Stephanie K. Brandaleone

3

$1.3B

None

N/A

7

$855.4M

Gregory J. Conant

2

$238M

None

N/A

395

$2.333B

Joseph M. Corrado

3

$1.3B

1

$31.4M

9

$862.6M

Lawrence R. Dunn

1

$177M

None

N/A

50

$1.391B

Joseph F. Feeney, Jr.

14

$23.6B

8

$6.4B

61

$6.4B

Brian C. Ferguson

7

$5.5B

2

$358.4M

36

$4.3B

I-8


 

             

Primary
Portfolio Manager

Registered Investment Companies

Total Assets Managed

Other Pooled Investment Vehicles

Total Assets Managed

Other Accounts

Total Assets Managed

             

John F. Flahive

8

$7.994B

None

N/A

None

N/A

Peter D. Goslin

5

$1.6B

2

$549.2M

6

$794.7M

Keith Howell

7

$5.6B

2

$358.4M

37

$4.3B

David S. Intoppa

7

$5.6B

None

N/A

34

$3.9B

Patrick Kent

5

$1.6B

3

$153.9M

9

$803.4M

Alex Khosla

None

N/A

None

N/A

None

N/A

Thomas Lee

2

$968M

1

$16M

7,845

$10.663B

Andrew Leger

8

$2.9B

4

$185.3M

18

$1.7B

Alicia Levine

3

$2.801B

None

N/A

None

N/A

James A. Lydotes

3

$598.8M

2

$89.2M

11

$2.4B

Michael Mongelluzzo

3

$797M

None

N/A

2,238

$10.624B

José Muñoz

5

$1.9B

1

$45.2M

238

$3.3B

Thomas Murphy

3

$797M

None

N/A

2,238

$10.624B

Mary Collette O'Brien

3

$2.607B

None

N/A

370

$3.793B

Stephen J. O'Brien

1

$264M

None

N/A

353

$2.761B

Steven L. Pollack

5

$22.1B

1

$720.5M

44

$4.7B

John R. Porter III

7

$4.9B

3

$351.6M

27

$3.3B

William A. Priebe

4

$1.9B

1

$45.2M

228

$3.2B

William Scott Priebe

5

$1.9B

1

$45.2M

276

$3.4B

Donald M. Sauber

2

$968M

1

$16M

7,845

$10.663B

Ian Smith

3

$615.4M

4

$489.1M

1

$1.3B

Todd W. Wakefield

4

$3.3B

None

N/A

10

$626.5M

Edward R. Walter

3

$1.3B

None

N/A

8

$878.4M

Robert C. Zeuthen

6

$4.3B

None

N/A

16

$2.6B

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 C. Bailer

Other Accounts

2

$32.5M

Karen Behr

Other Accounts

1

$46.5M

Paul Birchenough

None

N/A

N/A

Stephanie K. Brandaleone

None

N/A

N/A

Gregory J. Conant

None

N/A

N/A

Joseph M. Corrado

None

N/A

N/A

Lawrence R. Dunn

None

N/A

N/A

Joseph F. Feeney, Jr.

Other Accounts

3

$181.3M

Brian C. Ferguson

Other Accounts

2

$68.3M

John F. Flahive

None

N/A

N/A

Peter D. Goslin

Other Accounts

2

$679.7M

Keith Howell

Other Accounts

4

$100.8M

David S. Intoppa

Other Accounts

3

$118.2M

Patrick Kent

Other Accounts

2

$80.6M

I-9


 

       

Primary
Portfolio Manager

Type of Account

Number of Accounts Subject to Performance Fees

Total Assets of Accounts Subject to Performance Fees

       

Alex Khosla

None

N/A

N/A

Thomas Lee

None

N/A

N/A

Andrew Leger

Other Accounts

2

$80.6M

Alicia Levine

None

N/A

N/A

James A. Lydotes

Other Accounts

1

$21.6M

Michael Mongelluzzo

None

N/A

N/A

José Muñoz

None

N/A

N/A

Thomas Murphy

None

N/A

N/A

Mary Collette O'Brien

None

N/A

N/A

Stephen J. O'Brien

None

N/A

N/A

Steven L. Pollack

Other Accounts

1

$27.1M

John R. Porter III

Other Accounts

1

$46.5M

William A. Priebe

None

N/A

N/A

William Scott Priebe

None

N/A

N/A

Donald M. Sauber

None

N/A

N/A

Ian Smith

None

N/A

N/A

Todd W. Wakefield

Other Accounts

1

$46.5M

Edward R. Walter

None

N/A

N/A

Robert C. Zeuthen

Other Accounts

1

$46.5M

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 C. Bailer

ISF

Over $1,000,000

Karen Behr

MCMF

None

 

SCMF

None

Paul Birchenough

EMF

None

Stephanie K. Brandaleone

SCMF

None

Gregory J. Conant

NYITBF

None

 

PIMBF

None

Joseph M. Corrado

SCMF

None

Lawrence R. Dunn

SUSGSF

None

Joseph F. Feeney, Jr.

MCMF

None

Brian C. Ferguson

ISF

$500,001 - $1,000,000

John F. Flahive

AAF

None

 

BF

None

 

CBF

None

 

IBF

None

 

MOF

None

 

NIMBF

None

 

NSMBF

None

 

NYITBF

None

Peter D. Goslin

IEIF

None

Keith Howell

ISF

None

David S. Intoppa

ISF

None

Patrick Kent

MCMF

None

 

SCMF

None

I-10


 

     

Primary Portfolio Manager

Fund

Dollar Range of Fund Shares Beneficially Owned

     

Alex Khosla

EMF

None

Thomas Lee

FEOF

None

Andrew Leger

MCMF

None

 

SCMF

None

Alicia Levine

AAF

None

 

MCMF

None

 

SCMF

None

James A. Lydotes

IF

None

Michael Mongelluzzo

AAF

None

José Muñoz

MCMF

None

Thomas Murphy

AAF

None

 

MCMF

None

Mary Collette O'Brien

MIMBF

None

 

NIMBF

None

 

PIMBF

None

Stephen J. O'Brien

MIMBF

None

Steven L. Pollack

MCMF

None

John R. Porter III

MCMF

None

 

SCMF

None

William A. Priebe

MCMF

None

William Scott Priebe

MCMF

None

Donald M. Sauber

FEOF

None

Ian Smith

EMF

None

Todd W. Wakefield

MCMF

None

 

SCMF

None

Edward R. Walter

SCMF

None

Robert C. Zeuthen

MCMF

None

 

SCMF

None

ADVISERS' COMPENSATION; COMPLIANCE SERVICES

Advisers' Compensation

For each fund's last three fiscal years, the investment advisory 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

Fund1

Fee payable

Fee reduction

Net fee paid

Fee payable

Fee reduction

Net fee paid

Fee payable

Fee reduction

Net fee paid

                   

AAF2

$1,605,172

$75,121

$1,530,051

$1,540,338

$386,893

$1,153,445

$1,349,996

$389,265

$960,731

BF

$5,077,791

$0

$5,077,791

$5,295,216

$0

$5,295,216

$4,921,849

$0

$4,921,849

CBF

$2,772,813

$0

$2,772,813

$3,165,561

$0

$3,165,561

$3,652,119

$0

$3,652,119

EMF

$10,001,046

$0

$10,001,046

$11,273,071

$0

$11,273,071

$9,282,611

$0

9,282,611

FEOF

$2,952,598

$0

$2,952,598

$3,147,227

$0

$3,147,227

$2,904,931

$0

$2,904,931

GMMF

$589,971

$496,794

$93,177

$736,282

$736,282

$0

$891,561

$119,749

$771,812

ISF

$3,285,878

$0

$3,285,878

$3,762,361

$0

$3,762,361

$5,262,092

$0

$5,262,092

IBF

$2,753,123

$0

$2,753,123

$3,301,218

$0

$3,301,218

$3,865,712

$0

$3,865,712

IEIF

$661,263

$0

$661,263

$845,606

$0

$845,606

$1,845,148

$0

$1,845,148

IF

$4,544,420

$0

$4,544,420

$5,145,866

$0

$5,145,866

$6,530,804

$0

$6,530,804

MIMBF

$1,140,546

$0

$1,140,546

$1,183,204

$0

$1,183,204

$1,118,308

$0

$1,118,308

I-11


 

                   
 

2022 Fiscal Year

2021 Fiscal Year

2020 Fiscal Year

Fund1

Fee payable

Fee reduction

Net fee paid

Fee payable

Fee reduction

Net fee paid

Fee payable

Fee reduction

Net fee paid

                   

MCMF

$18,642,548

$0

$18,642,548

$20,951,180

$0

$20,951,180

$19,227,394

$0

$19,227,394

MOF

$12,504,819

$0

$12,504,819

$12,432,129

$0

$12,432,129

$9,950,988

$0

$9,950,988

NIMBF

$9,242,627

$0

$9,242,627

$9,650,168

$0

$9,650,168

$9,045,699

$0

$9,045,699

NMMMF

$480,785

$338,706

$142,079

$599,907

$599,907

$0

$900,547

$127,355

$773,192

NSMBF

$3,031,980

$605,321

$2,426,659

$3,484,255

$262,618

$3,221,637

$3,822,944

$0

$3,822,944

NYITBF

$749,874

$216,770

$533,104

$826,021

$214,660

$611,362

$796,892

$218,156

$578,736

PIMBF

$767,395

$207,625

$559,770

$992,455

$97,822

$894,633

$956,505

$0

$956,505

SUSGSF

$551,146

$137,353

$413,793

$798,646

$41,161

$757,485

$872,296

$0

$872,296

SCMF

$6,837,795

$0

$6,837,795

$6,673,212

$0

$6,673,212

$3,480,311

$0

$3,480,311

I-12


 

1 The fees paid to BNYM Investment Adviser by each fund are not subject to reduction as the value of the fund's net assets increases.

2 The fund has agreed to pay an investment advisory fee at the annual rate of 0.65% applied to that portion of the fund's average daily net assets allocated to direct investments in equity securities, 0.40% applied to that portion of the fund's average daily net assets allocated to direct investments in debt securities and 0.15% applied to that portion of the fund's average daily net assets allocated to investments in money market instruments and the Underlying Funds in which it invests.

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 allocated to the Sub-Adviser):

       

Fund

Sub-Advisers

Fee Rate

Effective Fee Rate for the Last Fiscal Year

       

EMF

NIM1

0.345%

0.345%

IEIF

NIMNA

0.25%

0.25%

IF

NIMNA

0.255%

0.255%

ISF

NIMNA

0.195%

0.195%

MCMF

GCM/Boston Partners

0.19%*

0.19%*

 

NIMNA

**

**

SCMF

NIMNA

0.55%

0.55%

1 NIM was appointed as Sub-Adviser effective October 21, 2022. From September 1, 2021 to October 21, 2022, NIMNA was the fund's Sub-Adviser.

* Rates shown are the combined contractual and effective fee rates for the fund's Sub-Advisers, GCM and Boston Partners, for the fund's last fiscal year. Pursuant to an exemptive order issued by the SEC, the allocation of the fee between GCM and Boston Partners is not disclosed.

** MCMF operates pursuant to an exemptive order that permits it to disclose, as a dollar amount and a percentage of its net assets, the aggregate fees paid to BNYM Investment Adviser and NIMNA. The aggregate annual fee payable to BNYM Investment Adviser and, except as noted below, NIMNA is 0.75% of the value of the fund's average daily net assets. The effective aggregate fee rate paid by the fund for the last fiscal year was 0.75% from which BNYM Investment Adviser also paid GCM and Boston Partners effective aggregate fee rate for the last fiscal year of 0.19% of the value of the fund's average daily net assets.

For a fund's last three fiscal years (other than funds for which the Sub-Adviser's fee is disclosed on an aggregate basis above), the fees payable by BNYM Investment Adviser to the fund's Sub-Adviser(s), if any, the reduction, if any, in the amount of the fee paid due to fee waivers by the Sub-Adviser(s) and the net fees paid were as follows:

                               
 

2022 Fiscal Year

2021 Fiscal Year

2020 Fiscal Year

Fund/
Sub-Adviser

Fee payable

Fee reduction

Net fee paid

Fee payable

Fee reduction

Net fee paid

Fee payable

Fee reduction

Net fee paid

                   

EMF/NIMNA1

$3,000,314

$0

$3,000,314

N/A

N/A

N/A

N/A

N/A

N/A

IEF/NIMNA2

$191,406

$0

$191,406

N/A

N/A

N/A

N/A

N/A

N/A

IF/NIMNA2 $1,363,326 $0 $1,363,326 N/A   N/A N/A N/A N/A N/A
ISF/NIMNA2 $985,763 $0 $985,763 N/A N/A N/A N/A N/A N/A
MCMF/
GCM/Boston Partners3
$8,862,890 $0 $8,862,890 $5,384,314 $0 $5,384,314 $2,142,280 $0 $2,142,280
SCMF/NIMNA2 $4,526,679 $0 $4,526,679 N/A N/A N/A N/A N/A N/A

1 NIMNA was appointed as Sub-Adviser effective September 1, 2021. Effective October 21, 2022, NIM was appointed as Sub-Adviser, replacing NIMNA.

2 NIMNA was appointed as Sub-Adviser effective September 1, 2021.

I-13


 

3 Includes all fees paid by BNYM Investment Adviser to GCM and Boston Partners as the fund's Sub-Advisers in the aggregate.

Compliance Services

The Trust's compliance program is developed, implemented and maintained by the Trust's CCO and the CCO staff. The funds bear the CCO's compensation (which is approved by the board), 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 funds in the BNY Mellon Family of Funds, 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 Trust's last fiscal year were as follows:

   

Fund

CCO and Staff Compensation and Expenses

AAF

$20,603

BF

$17,169

CBF

$17,169

EMF

$17,169

FEOF

$17,169

GMMF

$17,169

ISF

$17,169

IBF

$17,169

IEIF

$17,169

IF

$17,169

MIMBF

$17,169

MCMF

$27,470

MOF

$17,169

NIMBF

$17,169

NMMMF

$17,169

NSMBF

$17,169

NYITBF

$17,169

PIMBF

$17,169

SUSGSF

$17,169

SCMF

$17,169

ADMINISTRATION COMPENSATION

Administration fees paid to The Bank of New York Mellon for the last three fiscal years were as follows:

       

Fund

2022 Fiscal Year

2021 Fiscal Year

2020 Fiscal Year

       

AAF

$254,683

$232,910

$207,597

BF

$1,599,283

$1,634,104

$1,524,956

CBF

$872,549

$977,185

$1,131,323

EMF

$1,093,309

$1,209,239

$999,051

FEOF

$530,501

$554,947

$513,892

GMMF

$496,145

$606,088

$735,999

ISF

$636,866

$714,508

$1,000,820

IBF

$866,994

$1,019,066

$1,197,593

IEIF

$97,880

$122,835

$268,010

IF

$672,379

$747,137

$949,643

MIMBF

$410,291

$417,269

$395,908

I-14


 

       

Fund

2022 Fiscal Year

2021 Fiscal Year

2020 Fiscal Year

       

MCMF

$3,126,279

$3,447,300

$3,173,419

MOF

$3,149,085

$3,068,466

$2,467,109

NIMBF

$3,325,121

$3,403,322

$3,202,985

NMMMF

$404,339

$493,593

$742,599

NSMBF

$1,092,577

$1,229,252

$1,353,191

NYITBF

$188,790

$203,932

$197,536

PIMBF

$192,898

$245,026

$237,035

SUSGSF

$198,531

$281,730

$308,819

SCMF

$1,011,135

$967,857

$506,942

SECURITIES LENDING ACTIVITIES
(non-money market funds only)

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

AAF

BF

CBF

EMF

FEOF

ISF

IBF

IEIF

                 

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

$8,198

$173,247

$105,450

$53,769

$477

$20,235

$180,124

$4,053

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

               

Fees paid to securities lending agent from a revenue split

$619

$10,791

$12,651

$6,451

$57

$2,427

$9,335

$324

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

$0

$0

$0

$0

Administrative fees not included in revenue split

$0

$0

$0

$0

$0

$0

$0

$0

Indemnification fees not included in revenue split

$0

$0

$0

$0

$0

$0

$0

$0

Rebate (paid to borrower)

$3,020

$83,292

$0

$0

$0

$0

$102,317

$1,353

Other fees not included in revenue split

$0

$0

$0

$0

$0

$0

$0

$0

Aggregate fees/compensation for securities lending activities

$3,639

$94,083

$12,651

$6,451

$57

$2,427

$111,652

$1,677

Net income from securities lending activities

$4,559

$79,164

$92,799

$47,318

$420

$17,808

$68,472

$2,376

I-15


 

         

Fund

IF

MCMF

SUSGSF

SCMF

         

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

$57,409

$185,938

$8,593

$360,155

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

       

Fees paid to securities lending agent from a revenue split

$2,766

$20,452

$609

$43,208

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)

$34,350

$15,437

$3,514

$0

Other fees not included in revenue split

$0

$0

$0

$0

Aggregate fees/compensation for securities lending activities

$37,116

$35,889

$4,123

$43,208

Net income from securities lending activities

$20,293

$150,049

$4,470

$316,947

The services provided by BNY Mellon as securities lending agent are as follows: selection of securities to be loaned; utilization of borrowers previously approved by the funds' board; negotiation of loan terms; monitoring daily the value of the loaned securities and collateral; requiring additional collateral as necessary; investing cash collateral in accordance with the funds' instructions; marking to market non-cash collateral; maintaining custody of non-cash collateral; recordkeeping and account servicing; reporting dividend activity and material proxy votes relating to loaned securities; transferring loaned securities; recalling loaned securities in accordance with the funds' instructions, including for proxies that the funds seek to vote; and arranging for return of loaned securities to the funds at loan termination.

GMMF, MIMBF, MOF, NIMBF, NMMMF, NSMBF, NYITBF and PIMBF did not engage in any securities lending activity during the most recent fiscal year.

I-16


 

SALES LOADS, CDSCS AND DISTRIBUTOR'S COMPENSATION

The following table lists, for each of the last three fiscal years, the total commissions on sales of all classes of shares (sales loads) (as applicable) and the total CDSCs on redemptions of all classes of shares (as applicable), along with corresponding amounts of each retained by the Distributor.

         

Fund

 

2022 Fiscal Year

2021 Fiscal Year

2020 Fiscal Year

         

ISF

Total commissions

$14,143

$734

$10,191

 

Commission amount retained

$1,236

$76

$1,394

 

Total CDSCs

$0

$0

$0

 

CDSC amount retained

$0

$0

$0

The amounts paid by each fund to the Distributor under the fund's Distribution Plan and/or Shareholder Services Plan, as applicable, for services described in Part III of this SAI under "Distribution Plan and Shareholder Services Plan" for the fund's last fiscal year were as follows:

             

Fund

Plan

Class

Distributor Payments

Printing and Implementation and Operation of Plan

Amount Reimbursed to Fund Pursuant to Undertaking in Effect

Total
Amount

             

AAF

Shareholder Services Plan

Investor shares

$20,623

N/A

N/A

$20,623

             

BF

Shareholder Services Plan

Investor shares

$30,361

N/A

N/A

$30,361

             

CBF

Shareholder Services Plan

Investor shares

$16,448

N/A

N/A

$16,448

             

EMF

Shareholder Services Plan

Investor shares

$80,772

N/A

N/A

$80,772

             

FEOF

Shareholder Services Plan

Investor shares

$31,424

N/A

N/A

$31,424

             

GMMF

Shareholder Services Plan

Investor shares

$28,369

N/A

N/A

$28,369

             

ISF

Distribution Plan

Class C

$6,315

N/A

N/A

$6,315

 

Shareholder Services Plan

Investor shares

$45,083

N/A

N/A

$45,083

   

Class A

$4,535

N/A

N/A

$4,535

   

Class C

$2,105

N/A

N/A

$2,105

I-17


 

             

Fund

Plan

Class

Distributor Payments

Printing and Implementation and Operation of Plan

Amount Reimbursed to Fund Pursuant to Undertaking in Effect

Total
Amount

             

IBF

Shareholder Services Plan

Investor shares

$24,562

N/A

N/A

$24,562

             

IEIF

Shareholder Services Plan

Investor shares

$3,736

N/A

N/A

$3,736

             

IF

Shareholder Services Plan

Investor shares

$47,202

N/A

N/A

$47,202

             

MIMBF

Shareholder Services Plan

Investor shares

$34,450

N/A

N/A

$34,450

             

MCMF

Shareholder Services Plan

Investor shares

$389,868

N/A

N/A

$389,868

             

MOF

Shareholder Services Plan

Investor shares

$241,080

N/A

N/A

$241,080

             

NIMBF

Shareholder Services Plan

Investor shares

$204,736

N/A

N/A

$204,736

             

NMMMF

Shareholder Services Plan

Investor shares

$138

N/A

N/A

$138

             

NSMBF

Shareholder Services Plan

Investor shares

$49,036

N/A

N/A

$49,036

             

NYITBF

Shareholder Services Plan

Investor shares

$26,086

N/A

N/A

$26,086