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BNY MELLON HIGH YIELD STRATEGIES FUND
___________________________
N otice of A nnual M eeting of Shareholders
___________________________
v
T o the S hareholders of BNY Mellon H igh Yield S trategies F und:
The Annual Meeting of Shareholders of BNY Mellon High Yield Strategies Fund (the “Fund”), a Massachusetts trust, will be held in a virtual meeting format only, on Tuesday, August 17, 2021 at 10:30 a.m., Eastern time for the following purposes:
| 1. | T o elect two Class I T r ustees to se r v e for a th r ee- y ear term and until their respective successors are duly elected and qualified. |
| 2. | T o transact such other business as may properly come before the meeting, or any adjournments or postponements thereof. |
D ue to the public health and safety concerns of COVID 19, and to support the health and well-being of our shareholders and officers, and other attendees, the meeting will be held in a virtual format only . You will not be able to attend the meeting in person.
S hareholders of record at the close of business on J une 16, 2021 will be entitled to receive notice of and to vote at the meeting. To participate in the meeting, you must go to the meeting website at meetings.computershare.com/MQLLWAN, and enter the control number found on your proxy card.
If you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the meeting. To register you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare Fund Services, the Fund’s tabulator. You may forward an email from your intermediary or attach an image of your legal proxy to shareholdermeetings@computershare.com. Requests for registration should be received no later than 5:00 p.m., Eastern Time, on Tuesday, August 10, 2021. You will receive a confirmation email from Computershare of your registration and a control number that will allow you to vote at the meeting. For requests received after 5:00 p.m., Eastern Time, on Tuesday, August 10, 2021, Computershare will attempt to register you, but may be unable to do so prior to the meeting.
Q ues tion s fr om shareh o lders to b e con sidered a t th e m ee tin g m us t b e su bmitt ed to BNY Mellon I nvestment M anagement at 1-800-334-6899 or instsales@
bnymellon.co m n o late r tha n 5:00 p .m. , Easter n T ime , o n T uesda y , A ugus t 10, 2021. O nly questions that are pertinent, as determined b y the chairperson of the meeting, will be answered during the meeting, subject to time constraints.
Whether or not you plan to attend the meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the meeting.
B y O rder of the Board
J ames Bitetto
S ecretary
N ew Yor k, N ew York
J uly 6, 2021
|
WE NEED YOUR PROXY VOTE A SHAREHOLDER MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL . BY LAW, THE ANNUAL MEETING OF SHAREHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE FUND, AT SHAREHOLDERS’ EXPENSE, WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD OR OTHERWISE VOTE PROMPTLY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR COOPERATION. |
BNY MELLON HIGH YIELD STRATEGIES FUND
___________________________
PROXY ST A TEMENT
___________________________
A nnual Meeting of Shareholders
to be held on August 17, 2021
This proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees (the “Board”) of BNY Mellon High Yield Strategies Fund (the “Fund”) to be used at the Annual Meeting of Shareholders of the Fund to be held on Tuesday, August 17, 2021 at 10:30 a.m., Eastern time, in a virtual meeting format only, and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying Notice of Annual Meeting of Shareholders. Shareholders of record at the close of business on June 16, 2021 are entitled to be present and to vote at the meeting.
S hareholders are entitled to one v ote for each F und share held and fractional votes for each fractional F und share held. S hares represented by executed and unr ev oked pro xies will be v oted in accordance with the specifications made thereon. I f the enclosed form of proxy is executed and returned, or if you have voted by telephone or thr ough the Internet, your v ote nevertheless may be revoked after it is received b y giving another pr o xy b y mail, b y calling the toll-fr ee telephone number on the proxy card or through the I nternet (including during the meeting). T o be effectiv e, such rev ocation must be received before your prior pr o xy is exercised at the meeting.
A quorum is constituted b y the presence in person or b y pr o xy of the holders of a majority of the shares of beneficial interest issued and outstanding and entitled to vote at the meeting. Virtual attendance at the meeting constitutes in person attendance for purposes of calculating a quorum. I f a quorum is not present at the meeting, the shareholders present in person or by proxy , by majority vote and without notice other than by announcement at the meeting, may adjourn the meeting. There were 72,707,688 shares of beneficial interest of the Fund outstanding as of J une 16, 2021.
It is estimated that pr o xy materials will be mailed to shareholders of record on or about July 6, 2021. To reduce expenses, only one copy of this proxy statement will be mailed to certain addresses shared by two or more accounts. If you wish to revoke this arrangement and receive individual copies, you may do so at any time by writing to the address or calling the phone number set forth below. The Fund
will begin sending you individual copies promptly after receiving your request. The principal executive office of the F und is located at 240 Greenwich Street , 18th Floor, N ew York, N ew York 10286. Copies of the F und’s most r ecent Annual Repor t
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to Shareholders are available upon r equest, without charge, by writing to the F und at 144 Glenn Curtiss Boulevard, Uniondale, New York 11556-0144, or by calling toll - free 1-800-334-6899.
Important N otice R egarding Inter net A vailability of Pro xy M aterials for the Annual Meeting of S hareholders to Be H eld on A ugust 17, 2021: Th proxy statement, and copies of the F und ’ s most r ecent Annual R epor t to S har eholders ar e available at https://im.bnymellon.com/us/en/individual/products/closed-end-funds.jsp
.
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PROPOSAL 1: ELECTION OF TRUSTEES
Th e B oard i s divided i nto t hree c lasses wi t h t he t er m o f o ffi c e o f on e c lass expiri n g each year . It is proposed that shareholders of the F und consider the election of two Clas s I T r ustee s t o se r v e fo r th r ee- y ea r term s an d unti l thei r r especti v e successor s a r e duly ele ct ed a n d q ual i fied . Th e in d i v i dual nomin ees (th e “ N omi n ees” ) pr o p o sed f o r election are Francine J. Bovich and Stephen J. Lockwood . Each Nominee currently serves as a Trustee of the Fund and a board member of certain other funds in the BNY Mellon Family of Funds, and has previously been elected by the Fund’s shareholders. Mr. Lockwood has served as a Trustee since the Fund’s inception and Ms. Bovich has served as a Trustee since 2011. Each N ominee was nominated b y the F und’s nominating committee and has consented to being named in this pr o xy statement and has ag r eed to continue to se r v e as a T r ustee if elected. B iographical information about each Nominee is set forth below . Biographical information about the F und’s T r ustee s who are not standing for election at the meeting bu t wh o wil l continu e t o b e T r ustee s o f th e F un d (th e “Continuin g T r ustee s ”), inf ormatio n on eac h N ominee’s and Contin uing T rustee’ s o wnership of F und shares and other relevant information is set forth on E xhibit A. N one of the N ominees or the Continuing T r ustees a r e “inte r ested persons , ” as defined in the I n v estment Company Act of 1940, as amended (the “1940 Act”), of the F und.
Th persons named as proxies on the accompanying proxy card intend to v ote each pr o xy for the election of the N ominees, unless shareholders specifically indicate on their pr o xies the desire to withhold authority to v ote for elections to office. I t is not contemplated that any N ominee will be unable to se r v e as a T r ustee for any reason, but, if that should occur prior to the meeting, the proxyholders reserve the right to substitute another person or persons of their choice as nominee or nominees.
Board’s Oversight Role in Management . The Board’s role in management of the F und is oversight. As is the case with virtually all investment companies (as distinguished from operating companies), service providers to the F und, primarily BNY Mellon Investment Adviser, Inc., the Fund’s investment adviser (the “Investment Adviser”) and its affiliates, have responsibility for the day-to- day management of the F und, which includes responsibility for risk management (including management of investment risk, valuation risk, issuer and counterparty credit risk, compliance risk and operational risk). As par t of its o versight, the Boar d, acting at its scheduled meetings, or the Chairman, acting between Boar d meetings, regularly interacts with and receives r epor ts from senior personnel of service pr o viders, including senior personnel of the I nvestment Adviser , the F und’ s and the I nvestment Adviser’s Chief Compliance Officer and portfolio management personnel. The Boa rd ’ s audi t committe e (whic h consist s o f al l th e T r ustees ) meet s durin g it s r egularly scheduled and special meetings, and between meetings the audit committee chair is
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available to t he F und’ s in depende nt registered publ ic ac c ou nt ing fir m a n d th e F und’ s Chief F inancial Officer . The Boar d also receives periodic presentations fr om senior personnel of the I nvestment Adviser or its affiliates regarding risk management generally , as well as periodic presentations regar ding specific operational, compliance or investment areas, such as cybersecurity , business continuity , personal trading, valuation, credit and investment resear ch. As warranted, the Boar d also receives informational reports from counsel to the F und or the Board’s own independent legal counsel regarding regulatory compliance and governance matters. The Boar d has adopted policies and procedures designed to address certain risks to the F und. In addition, the I nvestment Adviser and other service pr o viders to the F und have adopted a variety of policies, procedures and contr ols designed to address particular risks to the F und. D ifferent processes, procedures and contr ols are employed with respect to different types of risks. H owever , it is not possible to eliminate all of the risks applicable to the F und, and the Board’s risk management o versight is subject to inherent limitations.
B oard Composition and Leadership St ruc t ure . The 1940 Ac t requires that at least 40% of the F und’s T r ustee s not be “interested persons” (as defined in the 1940 A ct) of the F und (“ I ndependent T r ustee s ”) and as such a r e not affiliated with the Investment Adviser . T o rely on certain exemptive rules under the 1940 Act, a majority of the F un d ’ s T r ustees must be I ndependent T r ustees, and for ce r tain important matters, such as the approval of the investment advisory agreement or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent T r ustees . C urrently , all of the F und’s T r ustees , includin g th e Chairma n o f th e Boa r d , a r e I ndependen t T r ustees . The Boar d has determined that its leadership structur e, in which the Chairman of the Boar d is not affiliated with the I nvestment Adviser , is appropriate in light of the specific characteristics and circumstances of the F und, including, but not limited to: (i) the services that the Investment Adviser and its affiliates provide to the F und and potential conflicts of interest that could arise fr om these relationships;
(ii) the extent to which the day-to-day operations of the F und are conducted by F und officers and employees of the I nvestment Adviser and its affiliates; and (iii) the Board’s o versight role in management of the F und.
I nformation About Each N ominee’s and Continuing T rustee’s E xperience, Qualifications, Attributes or Skills . Nominees for T r uste e of the F und, together with information as to their positions with the F und , principal occupations and other board memberships for the past five years, are shown b elow . The address of each N ominee is 240 Greenwich Street, N ew York, N ew York 10286. S pecific information about the Continuing T r ustees, information on each N omine e ’ s and Continuing T rustee’ s o wnership of F und shares, and other relevant information is set forth on E xhibit A.
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Nominees for Class I Trustees with Terms Expiring in 2024
|
Name (Age) of Nominee Position with Fund (Since) |
Principal Occupation During Past 5 Years |
Other Public Company Board Memberships During Past 5 Years |
|
FRANCINE J. BOVICH (69) Class I Trustee (2011) |
Trustee, The Bradley Trusts, private trust funds (2011 – present) |
Annaly Capital Management, Inc., a real estate investment trust, Director (2014 – present) |
|
STEPHEN J. LOCKWOOD (74) Class I Trustee (1998) |
Chairman of the Board, Stephen J. Lockwood and Company LLC, a real estate investment company (2000 – present) |
None |
Mr. Lockwood has been a BNY Mellon F amily of F unds board member for o ver 20 years, and Ms. Bovich has been in the asset management business for over 40 years. Additional information about each Nominee follows (supplementing the information provided in the table abov e) that describes some of the specific experiences, qualifications, attributes or skills that each Nominee possesses which the Board believes has prepared them to be effective T r ustee s (this information for Continuing T r ustee s is set forth on Exhibit A). The Board believes that the significance of each T r us t e e ’ s experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important for one T r uste e may not have the same value for another) and that these factors are best evaluated at the Board level, with no single T r ustee , or particular factor , being indicative of Board effectiveness. Ho wever , the Board believes that T r ustee s need to have the ability to critically review , evaluate, question and discuss information provided to them, and to interact effectively with F und 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 T r uste e ’ s educational background; business or professional training or practice ( e.g. , medicine, accounting or law); public service or academic positions; experience from service as a board member (including the Board of the F und) 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 T r uste e nominees. T o assist them in evaluating matters under federal and state la w , the T r ustees a r e counseled b y their independent legal counsel, who participates in Boar d meetings and interacts with the I nvestment Adviser and also may benefit from information provided b y the Investment Adviser’s counsel
| 6 |
and counsel to the F u n d ; both Bo ard and F und counsel h ave significant experience advising funds and fund board members. The Board and its committees have the ability to engage other experts as appropriate. The Boar d evaluates its performance on an annual basis.
Francine J. Bovich — Ms. Bovich currently also serves as a Trustee for The Bradley Trusts, private trust funds, and as a Director of Annaly Capital Management, Inc. She is an Emeritus Trustee of Connecticut College, and served as Trustee from 1986 to 1997. She currently serves as a member of the Investment Committee (formerly, the Investment Sub Committee) for Connecticut College’s endowment fund and served as Chair of the Investment Sub Committee until June 2020. From April 1993 until September 2010, Ms. Bovich was a Managing Director at Morgan Stanley Investment Management, holding various positions including Co-Head of Global Tactical Asset Allocation Group, Operations Officer, and Head of the U.S. Institutional Equity Group. Prior to joining Morgan Stanley I nves t men t M anagemen t, M s. B ovich was Principal , E xecu t ive V ice Presiden t and Senior Portfolio Manager at Westwood Management Corporation, where she worked from 1986 until 1993. From 1980 to 1986, she worked at CitiCorp Investment Management, Inc. as Managing Director and Senior Portfolio Manager. From 1973 to 1980, Ms. Bovich was an Assistant Vice President and Equity Portfolio Manager at Bankers Trust Company. From 1991 to 2005, she served as U.S. Representative to the United Nations Investments Committee, advising a global portfolio of approximately $30 billion.
Stephen J. Lockwood — Mr. Lockwood’s business experience of over 40 years includes being a board member and/or officer of various financial institutions, including insurance companies, real estate investment companies and venture capital firms. Mr. Lockwood serves as Managing Director and Chairman of the Board of Stephen J. Lockwood and Company LLC, a real estate investment company. Mr. Lockwood was formerly the Vice Chairman and a member of the Board of Directors of HCC Insurance Holdings, Inc., a New York Stock Exchange-listed insurance holding company.
F und Boar d Committees . The F und has standing audit, nominating and litigation committees, each comprised of the F un d ’ s I ndependent T r ustees. The F und also has a compensation committee comprised of all members of the Board.
The function of the audit committee is (1) to oversee the F und’s accounting and financial reporting processes and the audits of the F und’s financial statements and (2) to assist in the Board’s oversight of the integrity of the F und’s financial statements, the F und’s compliance with legal and regulatory requirements and the qualifications, independence and performance of the F und’s independent registered public accounting firm. A copy of the F und’s Audit Committee Char ter , which describes the audit committee ’s purposes, duties and
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responsibilities, is available at www.bnymellonim.com/us in the “Closed-End Funds ” section under “Investments.”
The F und’s nominating committee is responsible for selecting and nominating persons as members of the Boar d for election or appointment b y the Boar d and for election b y shareholders. In evaluating potential nominees, including any nominees recommended b y shareholders, the committee takes into consideration the factors listed in the F und’ s N ominating Committee Charter and Procedures (the “N ominating Committee Char ter ”), including character and integrity and business and professional experience. The nominating committee may consider whether a potential nominee’s professional experience, education, skills and other individual qualities and attributes, including gender , race or national origin, would pr o vide b e n efi ci al d i vers it y o f sk i lls , exper i e nc e o r perspe cti ve to th e B oard’s m e mb ers hi p and collective attributes. S uch considerations will vary based on the Board’s existing membership and other factors, such as the strength of a potential nominee’s o verall qualifications relative to diversity considerations. The committee will consider rec omm e n da tion s f o r nomin ees fr om shareh o lders su bmitt ed to th e S e c re t ary o f th e F und, c/o BNY Mellon Investment Adviser, Inc. Legal D epar tment, 240 Greenwich Street, 18th Floor, N ew Yor k, N ew York 10286, and including information regard ing the recommended nominee as specified in the N ominating Committee Charter . The N ominating Committee Char ter is not available on the Fund’s website or the Investment Adviser’s website, but was attached as Exhibit B to the Fund’s proxy statement for the 2019 annual shareholders meeting (filed with the Securities and Exchange Commission (the “SEC”) on June 28, 2019).
The function of the compensation committee is to establish the appropriate compensation for serving on the Board.
The litigation committee seeks to address any potential conflicts of interest be tween the F und and the I nvestment Adviser in connection with any potential or existing litigation or other legal proceeding relating to securities held b y the F und and held or otherwise deemed to have a beneficial interest held b y the I nvestment Adviser or its affiliate.
Th e F un d als o ha s a standin g pricin g committe e comprise d o f an y on e T r ustee. The function of the pricing committee is to assist in valuing the F und’s investments.
Compensation . Each Nominee also serves as a Boar d member of certain other funds in the BNY Mellon Family of Funds . Annual retainer fees and meeting at tendance fees are allocated among the F und and those other funds on the basis of net assets, with the Chairman of the Boar d, Mr. DiM ar tino, receiving an additional 25% of such compensation. The F und r eimburses T r ustees for tra v el and out-of- pocket expenses in connection with attending B oard or committee meetings. The F und does not have a bonus, pension, profit-sharing or retirement
| 8 |
plan. Each emer itus Trustee is entitled to receive an annual retainer of one-half the amount paid as a retainer at the time the Trustee became emeritus and a per meeting attended fee of one-half the amount paid to Trustees.
The amount of compensation paid to each N ominee b y the F und for the fiscal year ended M arch 31, 2021 and the aggregate amount of compensation paid to each N ominee b y all funds in t he fund complex (which comprises registered invest ment companies for which the Investment Adviser or an affiliate of the Investment Adviser serves as investment adviser) for which the N ominee was a b oard member during 2020, was as follows † :
|
Name of Nominee |
Compensation from the Fund |
Aggregate Compensation from the Fund and Fund Complex Paid to Nominee (*) |
| Francine J. Bovich | $6,048 | $676,250 (69) |
| Stephen J. Lockwood | $5,725 | $202,000 (22) |
† Amounts shown do not include expenses reimbursed to Trustees for attending Board meetings.
| * | R eprese nt s the number of separate portfolios comprising the in ves tm e nt companies in the fund complex, including the F und, for which the N ominee served as a board member in 2020. |
F or the F und ’s most recent fiscal year , the number of Board and committee meetings hel d an d th e amoun t o f compensatio n pai d b y th e F un d t o eac h Continuin g T r ustee and the aggregate amount of compensation paid b y all funds in the fund complex (which comprises registered investment companies for which the Investment Adviser or an affiliate of the Investment Adviser serves as investment adviser) for which each such person was a board member in 2020 are set forth on Exhibit A. Certain other informatio n concernin g th e F un d ’ s T r ustee s an d o ff icers als o i s se t fo r t h o n E xhibi t A.
R equired V ote
The election of each N ominee requires the appr o val of a majority of shares of the F und represented in person or b y pr o xy and entitled to v ote at the meeting, if a quorum is present.
ADDITIONAL INFORMATION
S election of Independent R egistered Public A ccounting Firm
Th e 1940 A ct requires th a t th e F u n d’s in depe n de nt regis t ered pu b l ic a cco u ntin g firm (the “independent auditors” or “auditors”) be selected b y a majority of the I ndependent T r ustees . The audit committee has direct responsibility for the appointment, compensation, r etention and o versight of the F und’s independent auditors. At a meeting held on April 29, 2021, the F und’s audit committee app r o v ed and the F un d ’ s Boa r d, including a majority of the I ndependent T r ustees,
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ratified and appr o ved the selection of KPMG LLP as the independent auditors for t he F und’s fiscal year endi n g M ar c h 31, 2022. Th e audi t commi tt ee’s repor t relating to the F und’s financial statements for the year ended M ar ch 31, 2021 is attached as Exhibit B to this pr o xy statement.
Independent R egistered Public A ccounting Firm F ees and Services
The following char t reflects fees billed by KPMG LLP in the F und’ s last two fiscal years. F or S ervice Affiliates ( i.e. , the Investment Adviser and any entity contr olling, contr olled b y or under common contr ol with the Investment Adviser that pr o vides ongoing services to the F und), such fees represent only those fees that required pre- appr o val b y th e aud it committ ee , ex c ep t th e Aggrega t e Non- Audi t F ees a mo u nt s , which include all non-audit fees billed by KPMG LLP to the F und and Service Affiliates. All services pr o vided b y KPMG LLP were pre-appr o ved as required.
| Fund 1 | Service Affiliates 1 | |
| A udit F ees | $105,960/$105,960 | N/A |
| A udit-R elated F ees 2 | $5,450/$5,450 | $0/$0 |
| Tax F ees 3 | $2,730/$0 | $0/$0 |
| All Other F ees | $0/$0 | $0/$0 |
| A ggr egate N on-A udit F ees 4 | N/A | $463,000/$472,000 |
1 F or the F und’s fiscal years ended M arch 31, 2020 /March 31, 2021.
2
Services to the F und consisted of one or more of the following: (i) agreed upon procedures related to
compliance with I nternal R evenue Code section 817(h), (ii) security counts required b y R ule 17f-2 under the 1940 Act, (iii) advisory services as to the accounting or disclosure treatment of Fund transactions or events and (iv) advisory services to the accounting or disclosure tr eatment of the actual or potential impact to the Fund of final or proposed rules, standards or interpretations b y the SEC, the F inancial A ccounting S tandards Boar ds or other regulatory or standard-setting bodies.
3
Services to the F und consisted of review of U.S. federal, state, local and excise tax returns.
4
Aggregate non-audit fees billed by KPMG to the F und and Service Affiliates are shown under the
Service Affiliates column.
Audit Committee Pr e-A pproval Policies and Procedures. The F und’s audit committee has established policies and procedures (the “Policy”) for pre-appr o val (within specified fee limits) of KPMG LLP’s engagement for audit and non-audit services to the F und and non-audit services to Service Affiliates without specific case-by-case consideration. The pre-approved services in the P olicy can include pre-appro ved audit services, pre-appro ved audit-related services, pre-appro ved tax services and pre-appr o ved all other services. P re-appr o val considerations include whether the proposed services are compatible with maintaining KPMG LLP’s independence. P re-appr o vals pursuant to the P olicy are considered annually . In addition, proposed services requiring pre-appr o val but not co vered b y the P olicy are considered fr om time to time as necessary .
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Auditor Independen c e. The F und’s audit committee has considered whether the pr o vision of non-audit services that were rendered to Service Affiliates that did not require pre-appr o val is compatible with maintaining KPMG LLP’s independence.
A representative of KPMG LLP will be available to join the meeting , will have the opportunity to make a statement and will be available to respond to appropriate questions.
Service Providers
BNY Mellon Investment Adviser, Inc., located at 240 Greenwich Street, N ew Yor k, N ew York 10286, serves as the F und’s investment adviser .
The B ank of N ew York M ellon (“BNY Mellon”), an affiliate of the Investment Adviser, located at 240 Greenwich S treet, N ew York, N ew York 10286, acts as C ustodian for the assets of the F und.
Computershare Inc., located at 480 W ashington Boulevar d, J ersey City, N ew Jersey 07310, acts as the F und’s T ransfe r Agent, D ividend-Paying Agent and R egistrar .
V oting Information
To vote, you may use any of the following methods:
| • | By Mail. Please complete, date and sign the enclosed proxy card and mail it in the enclosed, postage-paid envelope. |
| • | By Internet. Have your proxy card available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website. |
| • | By Telephone. Have your proxy card available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions. |
| • | At the Meeting. Any shareholder who attends the meeting may provide voting instructions by Internet (see above) during the meeting. |
Shares represented by executed and unrevoked proxies will be voted in accordance with the specifications made thereon, and, if no voting instructions are given, shares will be voted “for” a proposal.
I f a proxy is properly executed and returned accompanied b y instructions to withhold authority to v ote or represents a broker “non-vote” (that is, a pr o xy fr om a broker or nominee indicating that such person has not received instructions from the beneficial owner or other person entitled to vote shares of the F und on a particular matter with respect to which the broker or nominee does not have discretionary pow er), the F und’s shares represented thereby will be considered to
| 11 |
be present at the meeting for purposes of determining the existence of a quorum for the transaction of business, but will not constitute a v ote “for” a proposal and will have the effect of voting “No” for the proposal.
The F und will bear the cost of soliciting proxies. I n addition to the use of the mails, proxies may be solicited b y telephone. Authorizations to execute proxies may be obtained b y electr onic transmission or b y telephonic instructions in accordance with procedures designed to authenticate the shareholder’s identity . In all cases where a telephonic proxy is solicited (as opposed to where the shareholder calls the toll-free telephone number directly to vote) , the shareholder will be asked to provide or confirm certain identifiable information and to confirm that the shareholder has received the F und’ s proxy statement and proxy card in the mail. W ithin 72 hours of receiving a shar eholder ’s solicited telephonic v oting instructions, a con firmation will be sent to the shareholder to ensure that the vote has been taken in accordance with the shareholder’ s instructions and to provide a telephone number to call immediately if the shareholder’ s instructions are not correctly reflected in the confirmation
OTHER MATTERS
The F und’s Boar d is not aware of any other matter which may come before the meeting. H owever , should any such matter properly come before the meeting, it is the intention of the persons named in the accompanying form of pr o xy to v ote the pr o xy in accordance with their judgment on such matter .
Any proposals of shareholders that are intended to be presented at the F und’s 2022 Annual M eeting of S hareholders in accordance with R ule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), must be received b y the S ecretary of the F und at the F und’s principal executive offices no later than March 8, 2022 and must comply with all other legal requirements in order to be included in the F und’s proxy statement and form of proxy for that meeting. F or other shareholders proposals to be presented at the 2022 Annual Meeting of Shareholders (but not included in the F und’s proxy statement), a shareholder’s notice must be delivered to the S ecretary of the F und at the F und’s principal executive offices no later than 5:00 p .m., Eastern time, on M ay 18, 2022.
S ha r eholder s wh o wis h t o communicat e wit h T r ustee s shoul d sen d communications to the attention of the S ecretary of the F und, c/o BNY Mellon Investment Adviser, Inc. Legal D epartment, 240 Greenwich Street , 18 th F loor , New York, New York 10286 , an d communication s wil l b e di r ecte d t o th e T r uste e o r T r ustee s indicate d in th e communicatio n o r , i f n o T r uste e o r T r ustee s a r e indicated , t o th e Chairma n of the Board.
| 12 |
NOTICE T O BANKS , BROKER / DEALERS AND V OTING
TRUSTEES AND THEIR NOMINEES
Please advise the F und, in care of Computershare Inc., Proxy D epartment, 480 W ashington B lvd., 27th F loor , J ersey City , N ew J ersey 07310, whether other persons are the beneficial o wners of the shares for which pr o xies are being solicited and, if so, the number of copies of the pr o xy statement and other soliciting material you wish to receive in order to supply copies to the beneficial o wners of shares. The Fund may pay persons holding shares of the Fund in their names or those of their nominees for their expenses in sending soliciting materials to their principals.
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY . THEREFORE, SHAREHOLDERS WHO DO NO T EXPECT T O A TTEND THE MEETING ARE URGED TO COMPLETE , SIGN, DATE A ND RETURN THE ENCLOSED PROXY CARD IN THE ENCLOSED STAMP ED ENVEL OPE OR OTHERWISE VOTE PROMPTLY.
D ated: July 6, 2021
| 13 |
EXHIBIT A PAR T I
P ar t I sets forth information regarding the Continuing T r ustees , Board and
committee meetings and share o wnership .
I nformation About the Continuing T r ustee s ’ Experience, Q ualifications A ttributes or Skills . Th Continuing T r ustee s of the Fund, together with information as to their positions with the F und, principal occupations and other board memberships for the past five years, are shown below . The address of each Continuing T r ustee is 240 Greenwich Stree t , N e w Y o r k, N e w Y o r k 10286.
Continuing Class II Trustees with Terms Expiring in 2022
|
Name (Age) of Continuing Trustee Position with Fund (Since) |
Principal Occupation During Past 5 Years |
Other Public Company Board Memberships During Past 5 Years |
|
ROSLYN M. WATSON (71) Class II Trustee (1998) |
Principal, Watson Ventures, Inc., a real estate investment company (1993 – present) |
American Express Bank, FSB, Director (1993 – 2018) |
|
BENAREE PRATT WILEY (75) Class II Trustee (1998) |
Principal, The Wiley Group, a firm specializing in strategy and business development (2005 – present) |
CBIZ, a public company providing professional business services, products and solutions, Director (2008 – present) Blue Cross-Blue Shield of Massachusetts, Director (2004 – present) |
Continuing Class III Trustees with Terms Expiring in 2023
|
Name (Age) of Continuing Trustee Position with Fund (Since) |
Principal Occupation During Past 5 Years |
Other Public Company Board Memberships During Past 5 Years |
|
JOSEPH S. DiMARTINO (77) Chairman of the Board Class III Trustee (1998) |
Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as listed herein)(1995 – present) |
CBIZ, a public company providing professional business services, products and solutions, Director (1997 – present) |
|
ANDREW J. DONOHUE (70) Class III Trustee (2019) |
Attorney, Solo Law Practice (2019 – Present) Of Counsel, Shearman & Sterling LLP (September 2017 – July 2019) Chief of Staff to the Chair of SEC (2015 – 2017) |
Oppenheimer Funds (58 funds), Director (2017 – 2019) |
| A-1 |
Continuing Class III Trustees with Terms Expiring in 2023 (continued)
|
Name (Age) of Continuing Trustee Position with Fund (Since) |
Principal Occupation During Past 5 Years |
Other Public Company Board Memberships During Past 5 Years |
|
KENNETH A. HIMMEL (75) Class III Trustee (1998) |
Managing Partner, Gulf Related, an international real estate development company (2010 – present) President and CEO, Related Urban Development, a real estate development company (1996 – present) CEO, American Food Management, a restaurant company (1983 – present) President and CEO, Himmel & Company, a real estate development company (1980 – present) |
None |
Each Continuing Trustee, with the exception of Mr. Donohue, has been a BNY Mellon Family of Funds board member for over 20 years. Mr. Donohue has over 40 years experience in the investment funds industry. Additional information about the Continuing T r ustees foll o ws (supplementing the information p r o vided in the table abov e) that describes some of the specific experiences, qualifications, attributes or skills that each Continuing T r ustees possess which the Boa r d belie v es has p r epa r ed them to be effecti v e T r ustees.
CLASS II
Roslyn M. W atson — Ms. Watson has been a business entrepreneur in com mercial and residential real estate for over 15 years. Ms. Watson currently serves as President and Founder of Watson Ventures, Inc., a real estate development investment firm, and her board memberships include American Express Bank, FSB (until 2018), The Hyams Foundation, Inc. (emeritus), Pathfinder International and Simmons College. Previously, she held various positions in the public and pri vate sectors, including General Manager for the Massachusetts Port Authority. She has received numerous awards, including the Woman of Achievement award from the Boston Big Sister Association and the Working Woman of the Year Award from Working Woman Magazine.
Benaree Pratt Wiley — Ms. Wiley is a corporate director and trustee. F or fifteen years, Ms. W iley was the P resident and Chief E xecutive Officer of The P ar tnership, Inc., an organization that strengthened G reater Boston ’s capacity to attract, retain and develop talented professionals of color . Ms. W iley currently
| A-2 |
serves on the boards of B lue C ross B lue S hield of M assachuse tt s and CBIZ (NYSE:CBZ). S he has served as the Chair of P epsi Co’s African American Advisory Board, and formerly served on the board of F irst Albany (NASDAQ: F A CT). H er civic activities include serving on the boards of D ress for S uccess Boston, P artners Continuing Car e and S paulding H ospital, the B lack P hilanthropy F und and H oward U niversity where she serves as V ice Chair .
CLASS III
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 The Dreyfus Corporation (prior to its acquisition by a predecessor of BNY Mellon in August 1994 and related management changes), including portfolio manager, President, Chief Operating O fficer and a director. He ceased being an employee or director of Th Dreyfus Corporation by the end of 1994. From July 1995 to November 1997, Mr. DiMartino served as Chairman of the Board of The Noel Group, a public buyout firm in that capacity, he helped manage, acquire, take public and liquidate a number of operating companies. From 1986 to 2010, Mr. DiMartino served as a Director of the Muscular Dystrophy Association.
Andrew J. (Buddy) Donohue — Mr. Donohue, who has worked as a solo law practitioner since 2019, has over 40 years of experience in the investment funds industry, in both senior government and private sector roles. Mr. Donohue served as Chief of Staff to the Chair of the SEC from 2015 to 2017, and previously served as the Director of the SEC’s Division of Investment Management from 2006 to 2010, where he was effectively the most senior regulator for the U.S. investment funds industry. Mr. Donohue was Global General Counsel of Merrill Lynch Investment Managers from 2003 to 2006, Executive Vice President and General Counsel of Oppenheimer Funds, Inc. from 1991 to 2001 and Investment Company General Counsel of Goldman Sachs from 2012 to 2015. Most recently, Mr. Donohue was an independent director of the Oppenheimer Funds from 2017 to 2019 and Of Counsel at the law firm of Shearman & Sterling LLP from September 2017 t o J uly 2019. M r . Do nohue has been an officer, director and counsel for numerous investment advisers, broker dealers , commodit y tr adi ng advisers , t ransfer ag ent s an d in sura nce com pa ni es, a nd h as served on the boards of business development companies, registered open-end funds, closed-end funds, exchange-traded funds and off-shore investment funds. He has also served as chairman of the American Bar Association’s Investment Companies and Investment Advisers Subcommittee, editor of the ABA Fund Director’s Guidebook and, since 2018, director of the Mutual Fund Directors Forum, a leading funds industry organization. Mr. Donohue also is an adjunct professor teaching investment management law at Brooklyn Law School.
| A-3 |
Kenneth A. Himmel — Mr. Himmel has over 30 years’ experience as a business entrepreneur, primarily focusing on real estate development. Mr. Himmel is President and Chief Executive O fficer of Related Urban Development, a leading developer of large-scale mixed-use properties and a division of Related Companies, L.P, and Man aging Partner of Gulf Related, a real estate development joint venture between Related Companies, L.P. and Gulf Capital.
N ominees’ and Continuing T r ustee s ’ Ownership of F und Shares . The table bel o w indicates the dollar range of the N ominee s ’ and the Continuing T r ustee s ’ o wnership of F und shares and shares of other funds in the BNY Mellon F amily of F unds, in each case as of D ecember 31, 2020.
|
N ame of Continuing Tr ustee or Nominee |
Fund S har es |
A ggr egate Holding of F unds in the BNY M ell on F a mi ly of Fu nds |
| F rancine J. Bo vich * | None | None |
| J oseph S. DiM ar tino | Over $100,000 | Over $100,000 |
| Andrew J. Donohue | None | Over $100,000 |
| K enneth A. H immel | None | None |
| S tephen J. Lockwood * | None | None |
| R oslyn M. W atson | None | $10,001 – $50,000 |
| B enaree P ratt W iley | None | $50,001 – $100,000 |
|
________________________ * Nominee |
As of D ecember 31, 2020, none of the N ominees or Continuing T r ustees or their immediate family members owned securities of the Investment Adviser or any person (other than a registered investment company) directly or indirectly contr olling, contr olled b y or under common contr ol with the Investment Adviser.
| A-4 |
PERT AINING T O THE BOARD
| • | The F und held five Board meetings, five audit committee meetings, one nominating committee meeting and zero compensation committee meeting during the last fiscal year . The litigation and pricing committees did not meet during the last fiscal year . |
| • | The F und does not ha v e a formal policy r ega r ding T r ustee s ’ attendance at annual meetings of sha r eholders. T r ustees did not attend last y ea r ’ s annual meeting of shareholders. |
| • | The Continuing T r ustee s and all Nominees attended at least 75% of the meetings of the Boar d and committees of which they were a member held in the last fiscal year . |
Compensation T able . The amount of compensation paid to each Continuing T r ustee b y the F und for the fiscal y ear ended M a r ch 31, 2 0 21, and the aggregate amount of compensation paid to such Continuing Trustee by all funds in the fund complex (which comprises registered investment companies for which the Investment Adviser or an affiliate of the Investment Adviser serves as investment adviser) for which the Continuing T r ustee was a Boa r d member during 2020, was as follo ws † :
|
N ame of Continuing Tr ustee |
Compensation fr om the Fund |
Aggregate Compensation fr om the F und and F und Complex P aid to Continuing Tr ustee (*) |
| Joseph DiMartino** | $7,109 | $1,238,750 (118) |
| Andrew J. Donohue | $5,721 | $491,250 (55) |
| Kenneth A. Himmel | $5,725 | $199,000 (22) |
| Roslyn M. Watson | $5,689 | $456,500 (55) |
| Benaree Pratt Wiley | $9,723 | $660,500 (75) |
† Amounts shown do not include expenses reimbursed to T rustees for attending Boar d M eetings.
*Represents the number of separate portfolios comprising the investment companies in the fund
complex, including the F und, for which the Continuing T rustees served as Boar d members in 2020.
** Amounts shown do not include the costs of office space and related parking, office supplies and
secretarial services, which also are paid by the Fund (allocated among the funds in the BNY Mellon
Family of Funds based on net assets). In 2020, the amount paid by the Fund was $177
| A-5 |
P AR T II
Par t II sets forth information regarding the officers of the F und. Each officer of the F und holds office for an indefinite term until his or her successor is elected and has qualified.
|
N ame and Position with Fund (Since ) |
Age |
Principal Occupation and B usiness Experience For P ast F ive Years |
| DAVID DIPETRILLO | ||
| President 1 (2019) | 43 |
Vice President and Director of the Investment Adviser since February 2021; Head of North American Product, BNY Mellon Investment Management since January 2018; Director of Product Strategy, BNY Mellon Investment Management from January 2016 to December 2017. He is an officer of 56 investment companies (comprised of 106 portfolios) managed by the Investment Adviser. |
| JAMES WINDELS | ||
| Treasurer (2001) | 62 |
Vice President of the Investment Adviser since September 2020; Director — BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser . |
| JAMES BITETTO | ||
|
Vice President and Secretary 2 (2005) |
54 |
Senior Managing Counsel of BNY Mellon since December 2019; Managing Counsel of BNY Mellon from April 2014 to November 2019; and Secretary of the Investment Adviser, and an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser . |
| A-6 |
| DEIRDRE CUNNANE | ||
|
Vice President and Assistant Secretary (2019) |
30 |
Counsel of BNY Mellon since August 2018; Senior Regulatory Specialist at BNY Mellon Investment Management Services from February 2016 until August 2018. She is an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser. |
| SARAH S. KELLEHER | ||
|
Vice President and Assistant Secretary (2014) |
45 |
Managing Counsel of BNY Mellon since December 2017; Senior Counsel of BNY Mellon from March 2013 to December 2017. She is an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser . |
| JEFF S. PRUSNOFSKY | ||
|
Vice President and Assistant Secretary (2005) |
56 |
Senior Managing Counsel of BNY Mellon, and an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser . |
| A-7 |
| AMANDA QUINN | ||
|
Vice President and Assistant Secretary (2020) |
36 |
Counsel of BNY Mellon since June 2019; Regulatory Administration Manager at BNY Mellon Investment Management Services from September 2018 to May 2019; Senior Regulatory Specialist at BNY Mellon Investment Management Services from April 2015 to August 2018. She is an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser. |
| PETER SULLIVAN | ||
|
Vice President and Assistant Secretary (2019) |
53 |
Senior Managing Counsel of BNY Mellon since December 2020; Managing Counsel of BNY Mellon from March 2009 to December 2020. He is an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser. |
| NATALYA ZELENSKY | ||
|
Vice President and Assistant Secretary (2017) |
36 |
Managing Counsel of BNY Mellon since December 2019; Counsel of BNY Mellon from May 2016 to December 2019. She is an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser . |
| GAVIN C. REILLY | ||
| Assistant Treasurer (2005) | 52 |
Tax Manager — BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser . |
| A-8 |
| ROBERT SALVIOLO | ||
| Assistant Treasurer (2007) | 54 |
Senior Accounting Manager - BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser . |
| ROBERT SVAGNA | ||
| Assistant Treasurer (2005) | 54 |
Senior Accounting Manager – BNY Mellon Fund Administration, and an officer of 57 investment companies (comprised of 129 portfolios) managed by the Investment Adviser . |
| JOSEPH W. CONNOLLY | ||
| Chief Compliance Officer (2004) | 64 |
Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust (56 investment companies, comprised of 121 portfolios) since 2004; Chief Compliance Officer of the Investment Adviser from 2004 to June 2021. |
_________________________________.
1 President since 2021; previously, Vice President.
2 V ice P resident and S ecretary since 2018; previously , V ice P resident and Assistant Secretary .
The address of each officer of the F und is 240 Greenwich Street , N ew York, N ew York 10286.
| A-9 |
P AR T III
P ar t III sets forth information for the F und regarding the beneficial o wnership of its sha r es as of J une 16, 2021 b y the N ominees, the Continuing T r ustees and officers of the F und o wning shares on such date and b y any shareholders o wning 5% or more of the F und’s outstanding shares.
As of J une 16, 2021, the Nominees, Continuing T r ustee s and officers, as a group , beneficially o wned less than 1% of the F und’s outstanding shares.
T o the F und’s knowledge, based on Schedule 13G filings as of June 16, 2021, the following information with respect to beneficial o wnership of more than 5% of the F und’s outstanding shares has been reported.
|
T itle of Class |
N ame and Address of B eneficial Owner |
N umber of Shar es Owned |
P ercent of Class |
| Common S hares |
F irst T r ust P o r tfolios L. P .* F irst T r ust A dvisors L. P .* The Charger Corporation* 120 East Liberty D rive S uite 400 Wheaton, IL 60187 |
9,470,656 | 13.03% |
* These entities share voting and dispositive power with respect to the share amount and percentage shown.
As of J une 16, 2021, Cede & C o ., P .O. B o x 20, B o wling G r een S tation, N e w York, N ew York 10274, held of record 99.36% of the outstanding shares of beneficial interest of the F und.
| A-10 |
EXHIBIT B
REPORT OF THE AUDIT COMMITTEE
BNY Mellon High Yield Strategies Fund
(the “Fund”)
May 25, 2021
The aud it commi ttee o versees the F und’s financial repor tin g process on behalf of the Boa r d of T r ustees. M anagement has the prima r y r esponsibility for the financial statements and the reporting process including the systems of internal contr ols. In fulfilling its o versight responsibilities, the committee reviewed and discussed the audited financial statements in the Annual R epor t with management.
The committee reviewed with the independent registered public accounting firm (the “independent auditors” or “auditors ”), who are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality , not just the acceptability , of the F und’s accounting principles and such other matters as are required to be discussed with the committee under the applicable standards of the P u b li c Co mpa n y A cco u nt i n g O versig ht Bo ard (Un i t ed S ta t es ) ( “ PC A OB ” ) a n d th e Securities and Exchange Commission. In addition, the committee has discussed with the independent auditors the auditors’ independence fr om management and the F und including the auditors’ letter and the matters in the written disclosures required b y the PCAOB pr o vided to the committee.
B ased on the reviews and discussions referred to above, the committee r ecommended to the Boa r d of T r ustees (and the Boa r d app r o v ed) that the audited financial statements for the F und be included in the F und’s Annual Report to S hareholders for the year ended M ar ch 31, 2021.
F rancine J. Bo vich, Audit Committee Chair
J oseph S. DiM ar tino, Audit Committee M ember
Andrew J. Donohue, Audit Committee M ember
K enneth A. Himmel, Audit Committee M ember
S tephen J. Lockwood, Audit Committee M ember
R oslyn M. W atson, Audit Committee M ember
B enaree P ratt W iley , Audit Committee M ember
B-1
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
| FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
|---|
| DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
|---|
No information found
No Customers Found
No Suppliers Found
Price
Yield
| Owner | Position | Direct Shares | Indirect Shares |
|---|