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DEF 14A
1
lp1-852.htm
ALL OTHER DEFINITIVE PROXY STATEMENTS
DEFA14A
PROXY STATEMENT PURSUANT TO SECTION 14 (a)
OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the [_]
Registrant
Check the appropriate box:
[_]Preliminary Proxy Statement
[_]Confidential, for Use of the
Commission Only (as permitted by Rule 14a-6(e)(2))
[X]Definitive Proxy Statement
[ ]Definitive
Additional Materials
[_]Soliciting Materials under
Rule 14a-12
BNY Mellon Strategic Municipal Bond Fund, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other
than the Registrant)
Payment of Filing Fee (check the appropriate box):
[X]No fee required.
[ ]Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)title of each class of securities
to which transaction applies:
(2)Aggregate number of securities
to which transaction applies:
(3)Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11:
(4)Proposed maximum aggregate
value of transaction:
(5)Total Fee Paid:
[_] Fee paid previously with preliminary materials.
[_]
Check box if any part of the fee is offset as provided by Exchange Act Rule 0- 11(a)(2) and identify the filing for which the offsetting
fee was paid previously.
Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1)Amount Previously Paid:
(2)Form, Schedule or Registration
Statement No.:
(3)Filing Party:
(4)Date Filed:
BNY MELLON STRATEGIC MUNICIPAL BOND
FUND, INC.
Notice
of Annual Meeting of Stockholders
To the Stockholders of BNY Mellon Strategic Municipal
Bond Fund, Inc.:
The Annual Meeting of Stockholders (the Meeting)
of BNY Mellon Strategic Municipal Bond Fund, Inc. (the Fund), a closed-end investment company organized as a Maryland corporation,
will be held over the Internet in a virtual meeting format only, on Wednesday, June11,2025 at 10:30a.m., Eastern time,
for the following purposes:
1.
To consider converting the Fund from a closed-end management investment company to an open-end management
investment company. This proposal includes:
a.
changing the Fund's subclassification from a closed-end management investment company to an open-end management
investment company;
b.
amending and restating the Fund's Charter; and
c.
changing certain fundamental investment policies of the Fund.
2.
To elect Directors as follows:
a.
if Proposal 1 is not approved, to elect two Class II Directors to serve for three-year terms until their
respective successors are duly elected and qualified; or
b.
if Proposal 1 is approved as described in the proxy statement, to elect six Directors to hold office until
their successors are duly elected and qualified.
3.
To transact such other business as may properly come before the Meeting, or any adjournments or postponements
thereof.
The Meeting will be held in a virtual meeting
format only. You will not be able to attend the Meeting physically, but you may participate over the Internet as described below. However,
if it is determined that the Meeting will be held in person, we will make an announcement in the manner noted below.
Stockholders of record at the close of business
on April10,2025 will be entitled to receive notice of the Meeting and to vote on the proposals. To participate in the Meeting
virtually, you must go to the Meeting website at www.meetnow.global/MQWZ4S2
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 virtually. To register you must submit proof of your proxy
power (legal proxy provided by your intermediary) reflecting your Fund holdings along with your name and email address to 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 Wednesday,June4,2025. 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 Wednesday,June4,2025, Computershare will attempt to register
you, but may be unable to do so prior to the Meeting.
Questions from stockholders to be considered at
the Meeting must be submitted to BNY Investments at 1-800-334-6899 or instsales@bny.com
no later than 5:00 p.m., Eastern Time, on Wednesday,June4,2025. Only questions that are pertinent, as determined
by the chairperson of the Meeting, will be answered during the Meeting, subject to time constraints.
Whether or not you plan to attend the Meeting
virtually, 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.
PLEASE NOTE: If it is determined
that the Meeting will be held in person, instead of virtually, an announcement of the change will be provided by means of a press release,
which will be posted on our website www.bny.com/proxy. We encourage you to check the website prior
to the Meeting. An announcement of any change will also be filed with the Securities and Exchange Commission via its EDGAR system.
By Order of the Board
Sarah S. Kelleher
Secretary
New York, New York
May 1,2025
WE NEED YOUR PROXY VOTE
A STOCKHOLDER MAY THINK ITS VOTE IS NOT IMPORTANT,
BUT IT IS
VITAL
. BY LAW, THE ANNUAL MEETING OF STOCKHOLDERS OF THE FUND WILL HAVE TO BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS
IF STOCKHOLDERS REPRESENTING LESS THAN A MAJORITY OF THE VOTES ENTITLED TO BE CAST AT THE MEETING ARE PRESENT. IN THAT EVENT, THE FUND,
AT STOCKHOLDERS' 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 STOCKHOLDERS
WILL BENEFIT FROM YOUR COOPERATION.
BNY MELLON STRATEGIC MUNICIPAL BOND
FUND, INC.
PROXY
STATEMENT
Annual Meeting of
Stockholders
to be held on June 11, 2025
This proxy statement is furnished in connection
with a solicitation of proxies by the Board of Directors (the Board) of BNY Mellon Strategic Municipal Bond Fund, Inc. (the
Fund), a closed-end investment company organized as a Maryland corporation, to be used at the Annual Meeting of Stockholders
of the Fund (the Meeting) to be held over the internet in a virtual meeting format only on Wednesday, June 11,2025 at
10:30a.m., Eastern time, and at any and all adjournments or postponements thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. Stockholders of record at the close of business on April10,2025 (the Record
Date) are entitled to receive notice of the Meeting and to vote on the proposals. Stockholders will not be able to attend the Meeting
physically but may participate over the Internet as described in the Notice of Annual Meeting of Stockholders.
Stockholders are entitled to one vote for each
Fund share held and fractional votes for each fractional Fund share held as of the Record Date. Shares represented by executed and unrevoked
proxies will be voted in accordance with the specifications made thereon. If the enclosed proxy card is properly executed and returned,
or if you have voted by telephone or over the Internet, your vote nevertheless may be revoked after it is received by sending a written
notice of revocation to the proxy tabulator at the address listed on the proxy card or by mailing a duly executed proxy bearing a later
date; you may also change your vote by calling the toll-free telephone number listed under To vote by Telephone on the proxy
card or over the Internet by going to the website listed on the proxy card and following the instructions on the website. To be effective,
such revocation or vote change must be received before your prior proxy is exercised at the Meeting. If you hold shares through a bank
or other intermediary, please consult your bank or intermediary regarding your ability to revoke voting instructions after such instructions
have been provided. In addition, any stockholder who attends the Meeting virtually may vote over the Internet during the Meeting, thereby
canceling any proxy previously given.
A quorum is constituted for the Fund by the presence
in person or by proxy of the holders of a majority of the outstanding shares of the Fund entitled to vote at the Meeting. Virtual attendance
at the Meeting shall constitute in person attendance for purposes of calculating a quorum. If a quorum is not present at the Meeting,
or if a quorum is present but sufficient votes to approve a proposal are not received, the chairperson of the Meeting or the persons named
as proxies may propose one or more adjournments of the Meeting to permit further solicitation of proxies for the Fund with respect to
such proposal. If a proposal is to be voted upon by only one class of the Fund's shares, a quorum of that class of shares (the holders
of a majority of the outstanding shares of the class) must be present in person or by proxy at the
Meeting in order for the proposal to be considered.
The Fund has two classes of capital stock: Common Stock, par value $0.001 per share (the Common Stock), and Variable Rate
MuniFund Term Preferred Shares, par value $0.001 per share, liquidation preference $25,000 per share (the VMTP Shares).
As of April10,2025, the Fund had outstanding
the following number of shares:
Common Stock
Outstanding
VMTP Shares
Outstanding
49,428,691
1,972
It is estimated that proxy materials will be mailed
to stockholders of record on or about May1,2025. 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 Fund is located at 240Greenwich Street, New York, NewYork
10286.
A copy of the Fund's most recent Annual Report
to Stockholders is available upon request, without charge, by visiting
www.bny.com/closed-end-funds
,
writing to the Fund at BNY Shareholder Services, P.O. Box 534434, Pittsburgh, Pennsylvania 15253-4434, calling your financial adviser,
or calling toll free 1-800-645-6561.
Important Notice Regarding Internet Availability
of Proxy Materials for the Annual Meeting of Stockholders to Be Held on Wednesday, June 11,2025: This proxy statement, a copy of
the Fund's most recent Annual Report to Stockholders, and any additional proxy soliciting materials are available at
www.bny.com/closed-end-funds
.
2
PROPOSAL 1:
TO CONVERT THE FUND FROM A CLOSED-END MANAGEMENT
INVESTMENT COMPANY TO AN OPEN-END MANAGEMENT INVESTMENT COMPANY
The Board does
not
favor this
proposal because, as described below, conversion of the Fund to an open-end investment company would result in a substantial and immediate
reduction in Fund assets, liquidation of the VMTP Shares, a decrease in the Fund's net income available for dividends and a likely increase
in the Fund's expenses as a percentage of net asset value.
Introduction
The Fund has operated as a diversified, closed-end
management investment company (commonly referred to as a closed-end fund) since its inception in 1989. As a closed-end fund,
the Fund's shares of Common Stock are bought and sold in the securities markets at prevailing prices, which may be equal to, less than,
or greater than the Fund's net asset value. The Fund's Prospectus for its Common Stock (dated November 22, 1989) states, in relevant part,
that if the Common Stock of the Fund has traded on the New York Stock Exchange (the NYSE) at an average discount from its
net asset value of more than 10%, determined on the basis of the discount as of the end of the last trading day in each week during the
12 calendar weeks preceding the beginning of the Fund's fiscal year, the Fund will submit (the Required Submission) to its
stockholders at the next succeeding annual meeting of stockholders a proposal to convert the Fund from a closed-end management investment
company to an open-end management investment company (the Conversion). For the 12 calendar week period from September 11,
2024 through November 30, 2024 (the last business day of the fund's fiscal year), the Fund's Common Stock traded on the NYSE at an average
discount from net asset value of 11.14%, determined in accordance with the provisions of the Fund's Prospectus. As a result, the Fund
is required to submit Proposal 1 for stockholders' consideration at the Meeting.
Consideration and Recommendation of Board of
Directors
At a Board meeting held on March 6, 2025, the
Fund's Board of Directors, none of whom are deemed to be interested persons (as defined in the Investment Company Act of 1940,
as amended (the 1940 Act)) of the Fund (Independent Directors), reviewed detailed information concerning the legal
and operational differences between closed-end and open-end funds, the Fund's capital structure and performance to date as a closed-end
fund, the potential implications of de-leveraging the Fund, the historical relationship between the market price and net asset value of
the Fund's shares of Common Stock, the market events surrounding the discount measurement period and the possible effects of the Conversion
on the Fund.
At that meeting, although it recognized that the Required Submission must be made, the Board determined not to support
Proposal 1 and recommends stockholders vote
AGAINST
the proposal.
3
The Board believes that the Conversion will result
in a substantial and immediate reduction of the Fund's asset size and could result in the possible loss of economies of scale and an increase
in the Fund's expenses as a percentage of net asset value, thereby decreasing the Fund's net income available for dividends, as described
under Certain Effects of the Conversion on the Fund – Decrease in Asset Size and Potential Increase in Expense Ratio
below. The Board also considered the possibility that the Conversion could adversely affect the functioning of the Fund's portfolio management
and its investment performance, as described under Certain Effects of the Conversion of the Fund – Portfolio Management
below.
Accordingly, the Board does not believe that the Conversion is in the best interests of the Fund and its stockholders.
While
the Conversion would eliminate the possibility of shares of the Fund's Common Stock ever trading at a discount from net asset value, the
Board took note of the fact that from 2010 through December 31, 2024, shares of Common Stock of the Fund have, from time to time, traded
at a premium, and that, notwithstanding the more recent discounts during the last 12 calendar weeks of fiscal year 2024, the shares have
traded from 2010 through November 30, 2024 at an average discount of 4.74%. See Differences Between Open-End and Closed-End Funds
– Redeemable Shares; Elimination of Discount and Premium below. The Board also noted that the relevant measurement period
(September 11, 2024 – November 30, 2024) occurred primarily during the fourth quarter of 2024, which was a period of market volatility
driven by economic uncertainty, relatively high inflation and geopolitical risk.
The
average annual premium/discount by calendar year for the Fund is as follows:
Calendar Year
Premium (Discount)
2010
0.13%
2011
4.58%
2012
3.65%
2013
(5.12%)
2014
(7.76%)
2015
(6.60%)
2016
(2.31%)
2017
2.64%
2018
(12.42%)
2019
(3.85%)
2020
(5.64%)
2021
(0.24%)
2022
(10.94%)
2023
(15.41%)
2024
(13.15%)
On April 10, 2025,
the closing price of a share of the Fund's Common Stock on the NYSE was 13.94% below its net asset value.
4
At this time, the Board does not believe that
eliminating the possibility of a discount justifies the reduction of the Fund's asset size, the risk of changes to the Fund's portfolio
management that might be required and the potential adverse effect on the Fund's investment performance that the Conversion could entail.
If Proposal 1 is not approved by stockholders,
the Fund will remain a closed-end fund, and the Board will consider whether any other actions should be taken with respect to the market
discount from net asset value at which the Fund's shares of Common Stock have traded.
As described below, if stockholders approve the
Conversion, the Board will cause the Fund to impose a redemption fee of 1.00% of the amount redeemed for the period of 12 months from
the date of the Conversion. Neither the Fund nor its stockholders will realize any gain or loss for tax purposes as a direct result of
the Conversion. However, the Fund's common stockholders will recognize a gain or loss if they later redeem their shares to the extent
that the redemption proceeds are greater or less than the respective adjusted tax basis of their shares received in the Conversion.
Differences Between Open-End and Closed-End Funds
In evaluating this Proposal, the Fund's stockholders
may wish to consider the following differences between open-end and closed-end funds.
Fluctuation of Capital
. The Fund currently
is registered as a closed-end management investment company under the 1940 Act. Closed-end funds generally neither redeem
their outstanding stock nor engage in the continuous sale of new securities, and thus operate with a relatively fixed capitalization.
The common stock of closed-end funds ordinarily is bought and sold on national securities exchanges; the Fund's shares of Common Stock
have traded on the NYSE since its inception in 1989.
In contrast, open-end funds, commonly referred
to as mutual funds, issue redeemable securities. The holders of redeemable securities have the right to surrender such securities
to the mutual fund and obtain in return their proportionate share of the value of the mutual fund's net assets at the time of redemption
(less any redemption fee charged by the fund or contingent deferred sales charge imposed by the fund's distributor). Most mutual funds
(including the Fund, if the Conversion is effected) also continuously issue new shares of stock to investors at a price based on the fund's
net asset value at the time of such issuance. Accordingly, an open-end fund will experience continuing inflows and outflows of cash, and
may experience net sales or net redemptions of its shares.
Raising Capital
.
Closed-end
funds are not permitted to issue new shares of common stock at a price below net asset value, except in rights offerings to existing stockholders,
in payment of distributions and in certain other limited circumstances. Accordingly, the ability of closed-end funds to raise new capital
is restricted, particularly at times when their shares of common stock are trading at a discount to
5
net asset value. The shares of open-end funds,
on the other hand, generally are offered on a continuous basis at net asset value, or at net asset value plus a sales charge.
Redeemable
Shares; Elimination of Discount and Premium
. Open-end mutual funds are required to redeem their shares at a price based upon their
then-current net asset value (except under certain circumstances, such as when the NYSE is closed or trading thereon is restricted, or
when redemptions may otherwise be suspended in an emergency as permitted by the 1940 Act). The open-end fund structure thus precludes
the possibility of the mutual fund's shares trading at a discount from, or a premium to, net asset value. Mutual funds generally are required
to value their assets on each business day in order to determine the current net asset value on the basis of which their shares may be
redeemed by stockholders or purchased by investors. The shares of closed-end funds (such as the Fund), on the other hand, are bought and
sold in the securities markets at prevailing market prices, which may be equal to, less than, or more than their net asset value.
If approved
by stockholders, upon the Conversion, common stockholders of the Fund who wish to realize the value of their shares would be able to do
so by redeeming their shares at net asset value (less the redemption fee discussed below). As a result, the discount from net asset value
at which the Fund's shares of Common Stock currently trade on the NYSE would be eliminated. The Conversion also would eliminate, however,
any possibility that the Fund's shares of Common Stock could trade at a premium over their net asset value and could result in potential
adverse effects on the Fund's portfolio management and expense ratio.
Senior
Securities and Borrowings
. The 1940 Act prohibits open-end funds from issuing senior securities representing indebtedness
(i.e., bonds, debentures, notes and other securities), other than indebtedness to banks when there is an asset coverage of at least 300%
for all borrowings. Closed-end funds, on the other hand, are permitted to issue senior securities representing indebtedness to any lender
if the 300% asset coverage is met. Any income attributable to such indebtedness would be Federally taxable income. In addition, closed-end
funds may issue preferred stock, subject to asset coverage of at least 200%; whereas open-end funds generally may not issue preferred
stock. The ability to issue senior securities provides a closed-end fund more flexibility than an open-end fund in leveraging
their stockholders' investments.
On July
12, 2023, the Fund, which seeks income exempt from Federal income tax, announced the sale of $49,300,000 of VMTP Shares. The Fund's Board
believes that the limitations imposed on open-end funds with respect to senior securities and borrowings would impair the Fund's operations,
because, as an open-end fund, the Fund would have to redeem all of its VMTP Shares and would not be able to replace the leverage currently
employed with the VMTP Shares. Moreover, the Fund would have to sell portfolio securities to raise the cash necessary to redeem the VMTP
Shares at or prior to the Conversion.
6
Registration
of Securities
. The Fund's shares of Common Stock currently are listed and traded on the NYSE (Symbol: DSM). If the Conversion is approved
by stockholders, the Fund's shares of Common Stock would immediately be delisted from the NYSE. Delisting would save the Fund's annual
exchange listing fees of approximately $48,131; but, as noted below, the Fund would have to pay Federal and state registration fees on
sales of new shares. Any net savings from delisting or increased cost to the Fund for registration fees is not expected to materially
affect the Fund's expense ratio.
Distribution;
Brokerage Commissions or Sales Charges on Purchases and Sales of Securities
. Open-end funds typically seek to sell new shares on a
continuous basis in order to offset redemptions and avoid reductions in asset size. Shares of load open-end funds ordinarily
are offered and sold through a principal underwriter or distributor, which deducts a sales charge from the purchase price at the time
of purchase or from the redemption proceeds at the time of redemption, or receives a distribution fee from the fund, or both, to compensate
it and securities dealers for sales and marketing services (see below). Shares of no-load open-end funds are sold at net asset
value, without a sales charge, with the fund's investment adviser or distributor ordinarily bearing the cost of sales and marketing from
its own resources. Shares of closed-end funds, on the other hand, are bought and sold in secondary market transactions at prevailing market
prices subject to the brokerage commissions charged by the broker-dealer firms executing such transactions on behalf of investors.
Stockholder
Services
. Open-end funds typically provide more services to stockholders and incur correspondingly higher servicing expenses. If the
Conversion is approved, to compensate the Fund's distributor for the provision of certain of these services to the Fund's stockholders,
the Fund would adopt a shareholder services plan, pursuant to which the Fund would pay its distributor for the provision of certain services
a fee at an annual rate of 0.25% of the value of the Fund's average daily net assets. These services would include, for example, answering
stockholder inquiries regarding the Fund and providing reports and other information, and services related to the maintenance of stockholder
accounts.
Other services
generally offered by a family of open-end funds include enabling stockholders to exchange their shares of one fund for shares of another
fund that is part of the same family of open-end funds. The BNY Mellon Family of Funds currently consists of approximately 90 separate
portfolios, with different investment objectives and policies. Shares of the various funds in the BNY Mellon Family of Funds generally
are eligible to be exchanged, in a taxable transaction, for shares of certain other BNY-managed funds. If the Fund converts to an open-end
fund, the Fund would offer the exchange service as well as certain other stockholder services and privileges currently offered stockholders
of other open-end funds in the BNY Mellon Family of Funds.
7
Annual
Stockholder Meetings
. As a closed-end fund listed on the NYSE, the Fund is required by the rules of the NYSE to hold annual meetings
of its stockholders. If the Fund were converted to an open-end fund, it would no longer be subject to these NYSE rules and annual stockholder
meetings would be eliminated, except when required for certain 1940 Act matters. By not having to hold annual stockholder meetings, the
Fund would save the costs of preparing proxy materials and soliciting stockholder votes on the usual proposals contained therein. Based
on the number of outstanding shares and stockholders as of the Record Date, such costs aggregate approximately $17,000 per year; however,
these savings would not be expected to materially affect the Fund's expense ratio, and stockholder meetings may have to be held from time
to time to obtain various approvals from stockholders. Under the 1940 Act, the Fund would be required to hold a stockholder meeting if,
among other reasons, less than a majority of the total number of Directors were elected by the stockholders or if a change were sought
in the fundamental investment policies of the Fund.
Reinvestment
of Dividends and Distributions
. As a closed-end fund, the Fund's current Dividend Reinvestment and Cash Purchase Plan (DRIP)
permits common stockholders to elect to reinvest their dividends and distributions on a different basis than would be the case if the
Fund converted to an open-end fund. Currently, if the Fund's shares of Common Stock are trading at a discount, the agent for the DRIP
will attempt to buy as many shares as are needed of the Fund's Common Stock on the NYSE or elsewhere. This permits a reinvesting common
stockholder to benefit by purchasing additional shares at a discount and this buying activity may tend to lessen any discount. If, before
the agent for the DRIP completes such purchases, the market price exceeds the net asset value, then the average per share purchase price
of the reinvested shares may exceed the net asset value per share. If the Fund's shares of Common Stock are trading at a premium, reinvesting
stockholders are issued shares at the higher of net asset value or 95% of the market price. As an open-end fund, any dividend and distribution
reinvested would be at the Fund's net asset value.
Market Timing Activities
. U
nlike
closed-end funds, open-end funds may be subject to adverse effects from frequent purchases and redemptions of shares. Frequent purchases
and redemptions of mutual fund shares may interfere with the efficient management of a fund's portfolio by its portfolio manager, increase
portfolio transaction costs, and have a negative effect on a fund's long-term shareholders. If the Conversion is approved by stockholders,
the Board will need to approve and implement policies and procedures that are intended to discourage and prevent excessive trading of
Fund shares and market timing abuses through the use of various surveillance techniques.
8
Certain Effects of the Conversion
In addition
to the inherent characteristics of open-end funds described above, the Conversion potentially would have the consequences described below.
Decrease
in Asset Size and Potential Increase in Expense Ratio
. Conversion to an open-end fund would require the Fund to redeem its VMTP Shares
at a price equal to such VMTP Shares' liquidation preference plus any accumulated dividends or other distributions
and sell portfolio
securities to do so
, and thereby decrease the total asset size of the Fund by at least $49,300,000.
In addition, the Conversion would raise the possibility of the Fund suffering substantial redemptions of shares of its Common Stock, particularly
in the period immediately following the Conversion, although the redemption fee of 1.00% described below may reduce the number of initial
redemptions that would otherwise occur. Unless the Fund's distributor was able to generate sales of new shares sufficient to offset these
redemptions and the redemption of the VMTP Shares, the asset size of the Fund would shrink by over one-third. Because certain of the Fund's
operating expenses are fixed or substantially fixed, such a decrease in the Fund's asset size would likely increase the ratio of its operating
expenses to its income and net assets and thereby decrease the Fund's net income available for dividends. Such a decrease in asset size
also would result in a reduction in the amount of fees paid to BNY Mellon Investment Adviser, Inc. (the Investment Adviser),
the Fund's investment adviser.
Portfolio
Management
. The capitalization of an open-end fund fluctuates depending upon whether it experiences net sales or net redemptions of
its shares. Most open-end mutual funds maintain reserves of cash or cash equivalents in order to meet net redemptions as they arise. Because
closed-end funds do not have to meet redemptions, their level of cash reserves depends primarily on the investment adviser's perception
of market conditions and on decisions to use fund assets to repurchase shares. The larger reserves of cash or cash equivalents required
to operate prudently as an open-end mutual fund when net redemptions are anticipated could reduce the Fund's investment flexibility and
the scope of its investment opportunities. As an open-end fund, the Fund may have to sell portfolio securities in order to accommodate
the need for larger reserves of cash or cash equivalents, and such sales could occur under unfavorable market conditions. While the Fund
is a closed-end fund, however, the Investment Adviser is not required to liquidate portfolio holdings at inopportune times and can manage
the Fund's portfolio with a greater emphasis on long-term considerations.
As part
of the Conversion, the Fund would be required to redeem in cash, through the sale of portfolio securities, $49,300,000 aggregate par value
of VMTP Shares plus any accumulated dividends or other distributions with respect to the VMTP Shares. Such sale could occur under unfavorable
market conditions adversely effecting the net asset value per share of the Fund's Common Stock. Moreover, if the Fund were to experience
substantial redemptions of its shares of Common Stock following the
9
Conversion, it would likely be required to sell
portfolio securities and incur increased transaction costs in order to raise cash to meet such redemptions.
Currently,
the Fund is not limited as to the amount of its assets which may be invested in illiquid securities. If the Conversion is approved, the
Fund would not be permitted to have more than 15% of the value of its net assets invested in illiquid securities. As of March 6, 2025,
none of the Fund's net assets were invested in illiquid securities.
Minimum Investment and Involuntary Redemptions
.
If the Conversion is approved by stockholders, the Fund will adopt requirements that an initial
investment in its shares and any subsequent investment must be in a specified minimum amount, in order to reduce the administrative burdens
and costs incurred in monitoring numerous small accounts. The Fund expects that the minimum initial investment requirement would be $
2,500
and the minimum subsequent investment requirement would be $100. The Fund also would reserve the
right to redeem, upon notice, the shares of any stockholder whose account has a net asset value of less than $500.
Conversion
Costs
. Conversion would involve legal and other expenses to the Fund, estimated to be approximately $250,000. Based on the Fund's
total net assets as of March 6, 2025, it currently is anticipated that Conversion costs would be approximately 0.08% of the value of the
Fund's net assets in the year of Conversion.
Measures to be Adopted to
Convert the Fund to an Open-End Fund
To effect
the Conversion, the Fund's stockholders must approve changing the Fund's subclassification under the 1940 Act from a closed-end management
investment company to an open-end management investment company. In connection therewith, the Fund would have to amend and restate its
Articles of Incorporation, and the Board believes it would then be appropriate to change certain of the Fund's fundamental investment
policies and restrictions.
Amending
and Restating the Fund's Articles of Incorporation
. To operate as an open-end fund, the Fund will be required to amend its Articles
of Incorporation, as amended to date (the Charter), to authorize the issuance of redeemable securities at net asset value
and to provide that its outstanding common stock will be redeemable at the option of stockholders. If a majority of the outstanding voting
securities of the Fund, voting together as a single class, and a majority vote of the outstanding shares of the Fund's VMTP Shares voting
as a separate class, approve the Conversion, the Board will approve other amendments to the Charter, including declassifying the Fund's
Board, as described below. The Charter also would be amended to remove other provisions applicable only to closed-end funds and to include
provisions commonly found in the charters of other open-end funds in the BNY Mellon Family of Funds, as described below. Under Maryland
Law, charter amendments must be declared advisable by the board. Although the Fund's Board does not favor Proposal 1, if the
Conversion is approved by stockholders, the Fund's Board then would deem it advisable to amend the Fund's Charter. A copy of the
10
proposed Amended and Restated Articles of Incorporation,
in the form approved by the Fund's Board, contingent upon stockholder approval of the Conversion, is attached to this proxy statement
as Exhibit A.
Declassified
Board
. The Fund's Charter would be amended to declassify the Fund's Board of Directors. Currently, the Fund's Charter provides that
the Board of Directors be divided into three classes of Directors. Each Director serves for three years with one class being elected each
year.
Issuance
of Additional Classes of Shares
. The Fund's Charter currently provides for the issuance of one class of shares of common stock with
each share representing an equal proportionate interest in the Fund. If the Fund's stockholders approve the Conversion, the Fund's Charter
would be amended to authorize the issuance of additional classes of shares of common stock having such preferences or special or relative
rights and privileges as the Board may determine, to the extent permitted under the 1940 Act and Maryland law.
The purpose
of the amendment would be to permit the Fund to take advantage of alternative methods of selling Fund shares. The Board believes that
providing investors with alternative methods of purchasing Fund shares, if it is operated as an open-end fund, would (i) enable investors
to choose the purchase method which best suits their individual situation, thereby encouraging current common stockholders to make additional
investments in the Fund and attempting to attract new investors and assets to the Fund, thus benefiting stockholders by increasing investment
flexibility for the Fund and potentially reducing operating expense ratios as a result of economies of scale; (ii) facilitate distribution
of the Fund's shares; and (iii) maintain the competitive position of the Fund in relation to other open-end funds that have implemented
or are seeking to implement similar distribution arrangements. As described below, the classes most likely would differ principally in
the method of offering shares to investors (
e.g.
, pursuant to a front-end sales load or contingent deferred sales charge and/or
Rule 12b-1 distribution plan or non-Rule 12b-1 shareholder services plan).
Changing
Certain Fundamental Investment Policies
. The Fund's investment objective, which is to maximize current income exempt from Federal
income tax to the extent consistent with the preservation of capital, will remain unchanged if the Conversion is approved. The Fund's
investment objective, its policy to invest at least 80% of its net assets in municipal obligations and certain of the Fund's investment
restrictions have been adopted by the Fund as fundamental policies that cannot be changed without the affirmative vote of the holders
of a majority (as defined in the 1940 Act) of the Fund's outstanding voting securities, voting together as a single class, and of the
Fund's outstanding VMTP Shares, voting as a separate class. All other investment policies or practices are considered by the Fund not
to be fundamental and accordingly may be changed by a vote of the Fund's Board without stockholder approval.
11
The 1940
Act requires that a relatively limited number of investment policies and restrictions be designated as fundamental policies that cannot
be changed without stockholder approval. If a majority of the outstanding voting securities of the Fund, voting together as a single class,
and a majority vote of the outstanding shares of the Fund's VMTP Shares voting as a separate class, approve the Conversion, certain of
the Fund's fundamental investment policies and restrictions would be amended, as described below. These amendments are necessitated by
certain requirements for open-end funds under the 1940 Act and will standardize certain provisions of the Fund's investment restrictions
with those of other similar open-end funds in the BNY Mellon Family of Funds. In addition, certain of these investment restrictions would
be made non-fundamental investment policies, as described below. The Investment Adviser does not anticipate that these amendments will
change materially the current investment practices of the Fund.
As proposed
to be amended, if the Conversion is approved, the investment restrictions of the Fund as an open-end fund are set forth on Exhibit B hereto.
The current investment restrictions of the Fund are set forth on Exhibit C hereto. Stockholders are urged to review the complete text
of the current investment restrictions of the Fund and the proposed investment restrictions of the Fund as an open-end fund.
Specific
changes include deleting investment restriction number 1 which unduly restricts the Fund's portfolio management policies. The Fund, as
a fundamental policy, would continue to invest, under normal market conditions, at least 80% of its net assets in municipal obligations
exempt from Federal personal income tax.
Investment
restriction number 3, which is a fundamental policy and relates to pledging, mortgaging or hypothecating the Fund's assets, would be changed
to a non-fundamental policy. As a non-fundamental policy of the Fund this investment restriction could be changed by vote of the Board
without further stockholder approval.
Investment
restriction number 4, which limits the ability of the Fund to sell securities short or purchase securities on margin, except for such
short-term credits as are necessary for the clearance of transactions, would be deleted and a non-fundamental policy regarding purchasing
securities on margin would be adopted. The restriction would clarify that that margin deposits in connection with transactions in currencies,
options, futures and options on futures do not constitute purchasing securities on margin. The Fund would be permitted to engage in short
sales. Short sales are transactions in which the Fund sells a security it does not own in anticipation of a decline in the market value
of that security. The Fund would incur a loss as a result of a short sale if the price of the security increases between the date of the
short sale and the date on which the Fund replaces the borrowed security.
Investment
restriction number 5, which prohibits the Fund from acting as an underwriter, would be revised to clarify that the Fund may bid separately
or as part
12
of a group for the purchase of municipal bonds
directly from an issuer for its own portfolio to take advantage of the lower purchase price available.
Investment
restriction number 6, which prohibits the Fund from purchasing, holding or dealing in real estate or oil and gas interests, except that
the Fund may purchase and sell securities that are secured by real estate, would be revised to permit the Fund to also purchase and sell
securities that are issued by companies that invest or deal in real estate or real estate investment trusts and acquire and hold real
estate or interests therein through exercising rights or remedies with regard to such securities.
Investment
restriction number 7, which prohibits the Fund from investing in commodities, except that the Fund may purchase and sell futures contracts,
including those relating to indexes, and options on futures contracts or indexes, would be changed to clarify that the Fund is prohibited
from investing in physical commodities, but may enter into swap agreements and other derivative instruments.
Investment
restriction number 8, which limits the ability of the Fund to lend its portfolio securities in an amount not to exceed 30% of the value
of its total assets, would be revised to permit the Fund to lend its portfolio securities to the extent permitted under the 1940 Act,
which currently limits such loans to no more than 33-1/3% of the value of a fund's total assets.
Investment
restriction number 9 limits the ability of the Fund to issue senior securities other than shares of preferred stock and as otherwise permitted
in investment restriction numbers 2, 3, 4 and 7. If the Conversion is approved, the Fund would not be permitted to maintain the VMTP Shares
or issue new shares of preferred stock. The 1940 Act prohibits an open-end fund from issuing senior securities except that a fund may
borrow money in amounts of up to 33-1/3% of the fund's total assets from banks for any purpose. A fund also may borrow up to 5% of the
fund's total assets from banks or other lenders for temporary or emergency purposes, and these borrowings are not considered senior securities.
Investment
restriction number 12 limits the ability of the Fund to invest in other investment companies. Since the Fund was established in 1989,
certain new rules and rule changes now permit funds to invest an unlimited portion of their assets in certain affiliated investment companies,
though investments in unaffiliated investment companies are still subject to certain limitations. If the Conversion is approved, the Fund
would be permitted to invest as a non-fundamental policy in other investment companies to the extent permitted by the 1940 Act.
As a closed-end
fund, the Fund may invest without limitation in illiquid securities, provided such investments are consistent with the Fund's investment
objective. As an open-end fund, the Fund would adopt a non-fundamental policy limiting its ability to purchase illiquid securities to
15% of the value of its net assets.
Other
Measures Undertaken in Connection with the Conversion
. In addition to amending and restating the Fund's Charter and approving changes
to certain of the Fund's fundamental investment restrictions, the Fund's Board would undertake,
13
without the approval of the Fund's stockholders,
certain other measures in connection with the Conversion.
Redemption
of VMTP Shares.
Conversion to an open-end fund would require the Fund to redeem its VMTP Shares, as open-end funds are not permitted
to issue senior securities under Section 18 of the 1940 Act, except as described above.
Amendment
to Investment Advisory Agreement
. If Proposal 1 is approved, the Fund's Investment Advisory Agreement with the Investment Adviser
would be amended to delete certain expenses payable by the Fund which are inapplicable to an open-end investment company, such as those
relating to listing the Fund's Common Stock on the NYSE, offering preferred stock and administering the Fund's DRIP.
Multiple
Share Classes; Distribution and Underwriting
. If Proposal 1 is approved, the Board currently anticipates that the Fund would offer
four classes of shares: Class A, Class C, Class I and Class Y shares. Common stockholders of the Fund would receive, in exchange for their
existing Fund shares, a number of Class A shares equal in value to the net asset value of their existing Fund shares held immediately
prior to the Conversion. These Class A shares would not be subject to any front-end sales load, contingent deferred sales charge or Rule
12b-1 distribution plan charges, but would be subject to an annual shareholder services fee as described below. It is contemplated that
all other Class A shares would be subject to a front-end sales load and the annual shareholder services fee (including future purchases
by existing common stockholders of the Fund). Class C shares would be subject to a contingent deferred sales charge of 1.00% imposed on
redemptions within one year of purchase. Class C shares also would be subject to annual distribution and shareholder services fees as
described below. Class I and Class Y shares, which currently are anticipated to be available only to certain investors, would not be subject
to any front-end sales load, contingent deferred sales charge or distribution or shareholder services fee.
Each class
of the Fund's shares would represent an identical interest in the Fund's portfolio and would participate on an equal proportionate basis
in the investment income and realized and unrealized gains and losses on portfolio investments. All classes of shares would vote together
as a single class at meetings of stockholders except that shares of a class which were affected by any matter in a manner materially different
from shares of other classes would vote as a separate class and holders of shares of a class not affected by a matter would not vote on
that matter.
Because
shares of an open-end fund are offered to the public on a continuous basis, the Fund's Board anticipates entering into a distribution
agreement (the Distribution Agreement), subject to stockholder approval of Proposal 1. The principal underwriter for open-end
funds in the BNY Mellon Family of Funds currently is BNY Mellon Securities Corporation (BNYSC), a wholly owned subsidiary
of the Investment Adviser. Pursuant to the Distribution Agreement, Fund shares would be offered and sold directly by BNYSC and other broker-dealers
which have entered into selling agreements with BNYSC. There is no assurance, however, that BNYSC or any such broker-dealer would be able
to generate sufficient sales of
14
Fund shares to offset redemptions, particularly
during the initial months following the Conversion.
If the Conversion
is approved, the Fund intends to adopt a distribution plan pursuant to Rule 12b-1 under the 1940 Act (the Distribution Plan)
to finance the distribution of Class C shares. Under the Distribution Plan, the Fund would pay BNYSC a fee of up to 0.75% of the value
of its average daily net assets attributable to Class C shares for financing the sale and distribution of the Fund's Class C shares. Class
A, Class I and Class Y shares would not be subject to any distribution fees.
In addition,
if the Conversion is approved, the Fund will adopt a Shareholder Services Plan with respect to its Class A and Class C shares, pursuant
to which the Fund would pay BNYSC for the provision of certain services to the holders of its Class A and Class C shares a fee at an annual
rate of 0.25% of the value of the average daily net assets of each such Class. The Shareholder Services Plan is not a plan adopted pursuant
to Rule 12b-1 under the 1940 Act and, as such, is not subject to stockholder approval. Class I and Class Y shares would not be subject
to any shareholder services fees.
Redemption
Fee
. In an attempt to reduce the number of redemptions of the Fund's shares immediately following the Conversion (thereby reducing
possible disruption of the Fund's ordinary portfolio management), and to offset transaction and other costs caused by such redemptions,
for a period of 12 months following the Conversion, the Fund will impose a fee payable to the Fund of 1.00% of all proceeds with respect
to redemptions by Fund stockholders.
Timing
.
If the stockholders approve Proposal 1, a number of steps will be required to implement the conversion of the Fund to an open-end fund,
including the preparation, filing and effectiveness of a registration statement under the Securities Act of 1933, as amended (the 1933
Act), covering the offering of the Fund's shares and the negotiation and execution of a new or amended agreement with its transfer
agent. It is anticipated that the Conversion would become effective within approximately six months following a vote approving Proposal
1. The amendments to the Fund's Charter and fundamental investment policies would become effective simultaneously with the effectiveness
under the 1933 Act of the registration statement referred to above.
Required Vote and Directors'
Recommendation
Approval
of Proposal 1, which includes changing the Fund's subclassification from a closed-end management investment company to an open-end management
investment company, amending and restating the Fund's Charter, declassifying the Fund's Board and changing certain of the Fund's fundamental
investment policies and restrictions, requires the affirmative vote of the holders of a majority of the Fund's outstanding voting securities,
voting together as a single class, and of the Fund's outstanding VMTP Shares, voting as a separate class.
15
THE BOARD OF DIRECTORS,
ALL OF WHOM ARE
Independent
DIRECTORS, UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
AGAINST
THE PROPOSAL
TO CONVERT THE FUND FROM A CLOSED-END MANAGEMENT INVESTMENT COMPANY TO AN OPEN-END MANAGEMENT INVESTMENT COMPANY
*****
PROPOSAL 2: ELECTION OF DIRECTORS
(a) The Fund's Board is divided into three classes
with the term of office of one class expiring each year. It is therefore proposed that stockholders of the Fund consider the election
of two Class II Directors to serve for three-year terms and until their respective successors are duly elected and qualified, if Proposal
1 is not approved. The individual nominees proposed for election are Ms. Robin A. Melvin and Mr.AlanH.Howard.
(b) If, however, Proposal 1 is approved by the
holders of a majority of the
outstanding voting securities, voting together as a single class, and
of the Fund's outstanding VMTP Shares, voting as a separate class,
the Fund's Board would be declassified and, therefore, it would
be proposed that stockholders of the Fund elect each person who is currently a Board member, regardless of class, to hold office for a
term of unlimited duration and until their successors are duly elected and qualified.
The individual nominees under paragraphs (a) and
(b) above (the Nominees) each currently serve as a Director of the Fund and is a board member of certain other funds in the
BNY Mellon Family of Funds. Each Nominee has previously been elected by the Fund's stockholders. Each Nominee was nominated by the Fund's
nominating committee, has consented to being named in this proxy statement and has agreed to continue to serve as a Director of the Fund
if elected.
Biographical information about each Nominee is
set forth below. Information on each Nominee's ownership of Fund shares and other relevant information is set forth in Exhibit D to this
proxy statement. Each Nominee is an Independent Director.
Under the 1940 Act and the terms of the Fund's
Charter, to the extent Proposal 1 is not approved, holders of VMTP Shares voting as a single class are entitled, to the exclusion of holders
of Common Stock, to elect two Directors. If Proposal 1 is not approved, Ms. Melvin will be a Nominee for election by holders of the Fund's
VMTP Shares as a Class II Director and as one of the Fund's two VMTP Shares designees.
Voting with regard to the election of the Nominees
will be as follows:
(a)
if Proposal 1 is
not
approved by the required stockholder vote, then (i) holders of the Common
Stock and holders of the VMTP Shares will vote together as a single class with respect to the election of Mr. Howard as a Class II Director;
and (ii) holders of the VMTP Shares
16
will vote separately, to the exclusion
of holders of the Common Stock, with respect to the election of Ms. Melvin as a Class II Director.
(b)
if Proposal 1 is approved by the required stockholder vote, then holders of the Common Stock and holders
of the VMTP Shares will vote together as a single class with respect to the election of Messrs. DiMartino, Howard and Wallack and Mses.
Wiley, Melvin and Gulley.
The persons named as proxies on the accompanying
proxy card intend to vote the proxy for the election of the Nominees, unless stockholders specifically indicate on their proxies the desire
to withhold authority to vote for elections to office. It is not contemplated that any Nominee will be unable to serve as a Director for
any reason, but, if that should occur prior to the Meeting, the Board reserves 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 Fund is oversight. As is the case with virtually all investment companies (as distinguished from operating
companies), service providers to the Fund, primarily the Investment Adviser, Insight North America LLC, the Fund's sub-adviser and an
affiliate of the Investment Adviser (the Sub-Adviser), and their affiliates have responsibility for the day-to-day management
of the Fund, which includes responsibility for risk management (including management of investment risk, valuation risk, issuer and counterparty
credit risk, compliance risk and operational risk). As part of its oversight, the Board, acting at its scheduled meetings, or the Chairman,
acting between Board meetings, regularly interacts with and receives reports from senior personnel of service providers, including senior
personnel of the Investment Adviser, the Sub-Adviser and their affiliates, the Fund's and the Investment Adviser's Chief Compliance Officer
and portfolio management personnel. The Board's Audit Committee (which consists of all Directors) meets during its regularly scheduled
and special meetings, and between meetings the Audit Committee chair is available to the Fund's independent registered public accounting
firm and the Fund's Chief Financial Officer. The Board also receives periodic presentations from senior personnel of the Investment Adviser,
the Sub-Adviser or their affiliates regarding risk management generally, as well as periodic presentations regarding specific operational,
compliance or investment areas, such as cybersecurity, business continuity, personal trading, valuation, credit and investment research.
As warranted, the Board also receives informational reports from counsel to the Fund and the Board's independent legal counsel regarding
regulatory compliance and governance matters. The Board has adopted policies and procedures designed to address certain risks to the Fund.
In addition, the Investment Adviser, the Sub-Adviser and other service providers to the Fund have adopted a variety of policies, procedures
and controls designed to address particular risks to the Fund. Different processes, procedures and controls are employed with respect
to different types of risks. However, it is not possible to eliminate all of the risks applicable to the Fund, and the Board's risk management
oversight is subject to inherent limitations.
17
Board Composition and Leadership Structure.
The 1940 Act requires that at least 40% of the Fund's Directors not be interested persons (as defined in the 1940 Act) of
the Fund and as such are not affiliated with the Investment Adviser. To rely on certain exemptive rules under the 1940 Act, a majority
of the Fund's Directors must be Independent Directors, and for certain important matters, such as the approval of the Fund's investment
advisory agreement or transactions with affiliates, the 1940 Act or the rules thereunder require the approval of a majority of the Independent
Directors. Currently, all of the Fund's Directors, including the Chairman of the Board, are Independent Directors. The Board has determined
that its leadership structure, in which the Chairman of the Board is not affiliated with the Investment Adviser, is appropriate in light
of the specific characteristics and circumstances of the Fund, including, but not limited to: (i) the services that the Investment Adviser,
the Sub-Adviser and their affiliates provide to the Fund and potential conflicts of interest that could arise from these relationships;
(ii) the extent to which the day-to-day operations of the Fund are conducted by Fund officers and employees of the Investment Adviser,
the Sub-Adviser and their affiliates; and (iii) the Board's oversight role in management of the Fund.
Information About Each Nominee's Experience,
Qualifications, Attributes or Skills.
Nominees for Director of the Fund, together with information as to their positions with the
Fund, principal occupations and other board memberships for the past five years, are shown below. The address of each Nominee is 240 Greenwich
Street, New York, New York 10286. Specific information about each Nominee's ownership of Fund shares and other relevant information is
set forth in Exhibit D.
18
Nominees for Class II Directors with Terms
Expiring in 2028
Name (Age)
Position with Fund
(Since)
Principal Occupation
During Past 5Years
Other Public Company Board Memberships
During Past 5Years
Dynatech/MPX Holdings LLC, a global supplier
and service provider of military aircraft parts,
President
(2012 – May 2019); and
Board Member
of its two operating
subsidiaries, Dynatech International LLC and Military Parts Exchange LLC (2012 – December 2019), including
Chief Executive Officer
of Dynatech International LLC (2013 – May 2019)
Rossoff Co., an independent investment
banking firm,
Senior Advisor
(2013 – June 2021)
Movado Group, Inc., a public company that
designs, sources, markets and distributes watches,
Director
(1997 – Present)
Diamond Offshore Drilling, Inc., a public
company that provides contract drilling services,
Director
(2020 – April 2021)
Siddhi Acquisition Corp., a public company
that focuses on effecting a merger, amalgamation, acquisition, share purchase, reorganization or similar business combination with businesses,
Director
(August 2024 – Present)
19
Name (Age)
Position with Fund
(Since)
Principal Occupation
During Past 5Years
Other Public Company Board Memberships
During Past 5Years
ROBIN A. MELVIN
(61)
VMTP Shares Designee
Class II Director
(1995)
Westover School, a private girls' boarding
school in Middlebury, Connecticut,
Trustee
(2019 – June 2023)
Mentor Illinois, a non-profit organization
dedicated to increasing the quantity and quality of mentoring services in Illinois,
Co-Chair
(2014 – March 2020);
Board
Member
(2013 – March 2020)
JDRF, a non-profit juvenile diabetes research
foundation,
Board Member
(June 2021 – June 2022)
HPS Corporate Lending Fund, a closed-end
management investment company regulated as a business development company,
Trustee
(August 2021 – Present)
HPS Corporate Capital Solutions Fund,
a closed-end management investment company regulated as a business development company,
Trustee
(December 2023 – Present)
20
Nominees
*
with Terms Currently
Expiring in 2026
Name (Age)
Position with Fund
(Since)
Principal
Occupation During
Past 5Years
Other Public Company
Board Memberships
During Past 5Years
JOAN L. GULLEY
(76)
Class III Director
(2017)
Nantucket Atheneum, public library,
Chair
(June 2018 – June 2021) and
Director
(2015 – June 2021)
Orchard Island Club, golf and beach club,
Governor
(2016 – February 2025) and
President
(February 2023 – February 2025)
N/A
BURTON N. WALLACK
(73
)
Class III Director
(2006)
Wallack Management Company, a real estate management company,
President and Co-owner
(1987 – Present)
Mount Sinai Hospital Urology,
Board Member
(2017 – Present)
21
Nominees
*
with Terms Expiring in 2027
Name (Age)
Position with Fund
(Since)
Principal
Occupation During
Past 5Years
Other Public Company
Board Memberships
During Past 5Years
JOSEPH S. DIMARTINO
(81)
Chairman of the Board
Class I Director
(1995)
Director or Trustee of funds in the BNY Mellon Family of Funds and certain other entities (as listed herein)
CBIZ, Inc., a public company providing professional business services, products and solutions,
Director
(1997 – May 2023)
BENAREE PRATT WILEY
(78)
VMTP Shares Designee
Class I Director
(2016)
The Wiley Group, a firm specializing in strategy and business development,
Principal
(2005 – Present)
CBIZ, Inc., a public company providing
professional business services, products and solutions,
Director
(2008 – Present)
Blue Cross – Blue Shield of Massachusetts,
Director
(2004 – December 2020)
*
The Class I Directors and Class III Directors will only be presented at the Meeting if Proposal1 is approved by the required stockholder
vote. If Proposal 1 is not approved by the required stockholder vote, then only the Nominees for Class II Directors will be presented
at the Meeting.
The Board
is comprised of a diverse and highly experienced group of Directors and advisory board member who each bring significant expertise and
leadership experience to the Board.
Each Nominee, except Mr. Howard, has been a BNY Mellon Family of Funds board member for over
20 years. Mr. Howard has been a Director of the Fund since 2018 and has over 30 years of experience in banking, including experience advising
asset managers. Additional information about each Nominee follows (supplementing the information provided in the table above) that describes
some of the specific experiences, qualifications, attributes or skills that each Nominee possesses which the Board believes has prepared
them to be effective Directors. The Board believes that the significance of each Director's experience, qualifications, attributes or
skills is an individual matter (meaning that experience that is important for one Director may not have the same value for another) and
that these factors are best evaluated at the Board level, with no single Director, or
22
particular factor, being indicative of Board effectiveness.
However, the Board believes that Directors need to have the ability to critically review, evaluate, question and discuss information provided
to them, and to interact effectively with Fund management, service providers and counsel, in order to exercise effective business judgment
in the performance of their duties; the Board believes that its members satisfy this standard. Experience relevant to having this ability
may be achieved through a Director'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 of the Fund) or as an executive
of investment funds, public companies or significant private or not-for-profit entities or other organizations; and/or other life experiences.
The charter for the Board's nominating committee contains certain other factors considered by the committee in identifying and evaluating
potential Director nominees. To assist them in evaluating matters under federal and state law, the Directors are counseled by their independent
legal counsel, who participates in Board meetings and interacts with the Investment Adviser and also may benefit from information provided
by the Investment Adviser's counsel; counsel to the Fund and to the Board has significant experience advising funds and fund board members.
The Board and its committees have the ability to engage other experts as appropriate. The Board also has an advisory board
as such term is defined in Section 2(a)(1) of the 1940 Act, which currently has one member. The Board evaluates its performance on an
annual basis.
Nominees for Class II Directors
Alan H. Howard
– Mr. Howard is the
Managing Partner of Heathcote Advisors LLC, which he formed in 2008 and which provides financial advisory services as well as makes principal
investments. Mr. Howard is a member of the Board of Directors of Movado Group, Inc., a leading global designer, marketer and distributor
of watches, and serves as lead independent director, chairman of the compensation and human capital committee and a member of the board's
audit committee. Since April 2022, Mr. Howard is also a member of the Board of Directors of New England Expert Technologies Corp. (formerly,
Valley Precision Parts Corporation), a privately held manufacturer of complex, close tolerance and precision-machined parts and assemblies
for a variety of industries and applications. Mr. Howard served as a Senior Advisor at Rossoff Company LLC, an independent investment
banking firm that provides advice on mergers and acquisitions, corporate finance and restructurings and assists on raising debt and equity
capital in the private and public markets from 2013 until June 2021. He was also a member of the Board of Directors of Diamond Offshore
Drilling, Inc., a public company that provides contract drilling services, and served as lead independent director, chairman of the audit
committee and a member of the board's finance and executive committees from 2020 until April 2021. Mr. Howard also served as the President
of Dynatech/MPX Holdings LLC (D/M Holdings), a privately held global supplier and service provider of military aircraft parts for multiple
platforms and engines from 2012 through 2019. Mr. Howard also was a member of the Board of Directors of D/M Holdings from 2012
23
to 2019, and served as chief executive officer
of one of its two operating companies (Dynatech International LLC), while also serving on the boards of the two operating companies (Dynatech
International LLC and Military Parts Exchange LLC). From 2008 through 2010, Mr. Howard was Managing Partner of S3 Strategic Advisors LLC,
which provides strategic advice to hedge funds and asset managers. Prior to 2006, Mr. Howard was a Managing Director of Credit Suisse
First Boston LLC (CSFB), an international provider of financial services. He had been with CSFB and its predecessor companies since 1985.
As a Managing Director in the Global Industrial and Services Investment Banking Group, he was an advisor to several of the firm's most
important clients on mergers and acquisitions, corporate finance and capital raising assignments.
Robin A. Melvin
– From 2014 to 2020,
Ms. Melvin served as Co-Chair of Mentor Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring
services in Illinois, and served as a Board member from 2013 to 2020. Ms. Melvin served as Director of the Boisi Family Foundation, a
private family foundation that supports organizations serving the needs of youth from disadvantaged circumstances, from 1995 to 2012.
In that role she also managed the Boisi Family Office, providing the primary interface with all investment managers, legal advisors and
other service providers to the family. She has also served in various roles with MENTOR, a national non-profit youth mentoring advocacy
organization, including Executive Director of the New York City affiliate, Vice President of the national affiliate network, Vice President
of Development, and, immediately prior to her departure, Senior Vice President in charge of strategy. Prior to that, Ms. Melvin was an
investment banker with Goldman Sachs Group, Inc. Ms. Melvin served as a Board member of JDRF, a non-profit juvenile diabetes research
foundation from June 2021 to June 2022. She also serves as a Trustee of HPS Corporate Lending Fund (August 2021 to present) and HPS Corporate
Capital Solutions Fund (December 2023 to present), each a closed-end management investment company regulated as a business development
company, and a Director with Northwestern Memorial Hospital Board of Directors (March 2024 to present), an academic medical center, and
served as a Trustee of Westover School, a private girls boarding school in Middlebury, Connecticut, from 2019 to June 2023.
Current Class I Directors
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 in August 1994 and
related management changes), including portfolio manager, President, Chief Operating Officer and a director. He ceased being an employee
or director of Dreyfus Corp. by the end of 1994. From 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
24
of operating companies. From 1986 to 2010, Mr.
DiMartino served as a Director of the Muscular Dystrophy Association.
Benaree Pratt Wiley
– Ms. Wiley is
a corporate director and trustee. For fifteen years, Ms. Wiley was the President and Chief Executive Officer of The Partnership, Inc.,
an organization that strengthened Greater Boston's capacity to attract, retain and develop talented professionals of color. Ms. Wiley
currently serves on the Board of CBIZ (NYSE:CBZ). She has served as the Chair of PepsiCo's African American Advisory Board, and formerly
served on the Board of First Albany (NASDAQ: FACT) and Blue Cross – Blue Shield of Massachusetts. Her civic activities include serving
on the Boards of Dress for Success Boston, Partners Continuing Care and Spaulding Hospital, the Black Philanthropy Fund and Howard University
where she served as Vice Chair until June 2021.
Current Class III Directors
Joan L. Gulley
– Ms. Gulley served
in various senior roles at PNC Financial Services Group, Inc. (PNC) from 1993 until her retirement in 2014, including Chief
Executive Officer of PNC Advisors, the wealth management and institutional services business of PNC, from 2002 to 2005, Executive Vice
President and Chief Marketing Officer of PNC from 2002 to 2007, and Executive Vice President (EVP) and Chief Human Resources
Officer (CHRO) of PNC from 2008 until 2014. In her role as EVP and CHRO of PNC, Ms. Gulley was responsible for the oversight
of $8 billion in combined pension and 401(k) assets. Ms. Gulley also served as a member of PNC's Executive Committee from 2008 to 2014,
where she participated in all key strategic and operational decisions affecting PNC, and was responsible for all staff support to the
PNC Board's Personnel and Compensation Committee with respect to executive compensation, succession planning, talent management, human
resource regulatory matters and diversity. Prior to joining PNC, Ms. Gulley held positions with The Massachusetts Company, a chartered
bank and subsidiary of The Travelers Insurance Company, which was acquired by PNC in 1993, and with branches of the Federal Reserve Bank
in Boston, Massachusetts and Washington D.C. Ms. Gulley served as a Governor and President of the Orchard Island Club until February 2025,
and from 2015 to 2021 served on the Board of Trustees of the Nantucket Atheneum.
Burton N. Wallack
– Mr.Wallack
is President and co-owner of Wallack Management Company, a real estate management company that provides financial reporting and management
services. He also serves as a board member for Mount Sinai Hospital Urology.
Fund Board Committees.
The Fund has standing
Audit, Nominating, Compensation and Litigation Committees, each comprised of its Independent Directors, except that Mr.DiMartino
does not serve on the Compensation Committee.
The function of the Audit Committee is (1) to
oversee the Fund's accounting and financial reporting processes and the audits of the Fund's financial statements and
25
(2) to assist in the Board's oversight of the
integrity of the Fund's financial statements, the Fund's compliance with legal and regulatory requirements and the qualifications, independence
and performance of the Fund's independent registered public accounting firm. A copy of the Fund's Audit Committee Charter, which describes
the Audit Committee's purposes, duties and responsibilities, is available at www.bny.com/closed-end-funds
in the BNY Audit Committee Charter section under Investments – Closed End Funds.
The Fund's Nominating Committee is responsible
for selecting and nominating persons as members of the Board for election or appointment by the Board and for election by stockholders.
In evaluating potential nominees, including any nominees recommended by stockholders, the Committee takes into consideration the factors
listed in the Fund's Nominating Committee Charter and Procedures (the Nominating Committee Charter), including character,
integrity, and business and professional experience. The Nominating Committee may consider whether a potential nominee's professional
experience, education, skills and other individual qualities and attributes, including gender, race or national origin, would provide
beneficial diversity of skills, experience or perspective to the Board's membership and collective attributes. Such considerations will
vary based on the Board's existing membership and other factors, such as the strength of a potential nominee's overall qualifications
relative to diversity considerations. The Committee will consider recommendations for nominees from stockholders submitted to the Secretary
of the Fund, c/o BNY Legal Department, 240 Greenwich Street, 18
th
Floor, New York, New York 10286, and including information
regarding the recommended nominee as specified in the Nominating Committee Charter. The Nominating Committee Charter is not available
on the Fund's or the Investment Adviser's website, but was attached as Exhibit B to the Fund's proxy statement for the 2020 annual stockholder
meeting (filed with the Securities and Exchange Commission (the SEC) on May1,2020).
The function of the Compensation Committee is
to establish the appropriate compensation for serving on the Board.
The Litigation Committee seeks to address any
potential conflicts of interest between the Fund and the Investment Adviser in connection with any potential or existing litigation or
other legal proceeding related to securities held by the Fund and held or otherwise deemed to have a beneficial interest held by the Investment
Adviser or its affiliate.
Compensation.
Each Nominee also serves
as a board member of certain other funds in the BNY Mellon Family of Funds. Annual retainer fees and meeting attendance fees are allocated
among the Fund and those other funds on the basis of net assets, with the Chairman of the Board, Mr. DiMartino, receiving an additional
25% of such compensation. The Fund reimburses Directors for travel and out-of-pocket expenses in connection with attending Board or committee
meetings. The Fund does not have a bonus, pension, profit-sharing or retirement plan.
26
The amount of compensation paid to each Nominee
by the Fund for its fiscal year ended November 30, 2024, and the aggregate amount of compensation paid to each Nominee by all funds in
the fund complex (which comprises registered investment companies for which the Investment Adviser serves as investment adviser) for which
the Nominee was a board member during 2024, was as follows*:
NameofNominee
Compensation
from the Fund
Aggregate compensation from the Fund and the Fund Complex
Paid to Nominee
(**)
Joseph S. DiMartino
***
$9,781
$1,090,000 (86)
Joan L. Gulley
***
$8,246
$404,700 (46)
Alan H. Howard
$8,220
$170,700 (17)
Robin A. Melvin
$8,225
$675,700 (68)
Burton N. Wallack
***
$8,151
$170,700 (17)
Benaree Pratt Wiley
***
$8,150
$641,700 (57)
____________________
*
Amounts shown do not include expenses reimbursed to Directors for attending Board meetings. Amounts shown also do not include the costs
of office space, 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), for the fiscal year ended in 2024, the amount paid by the Fund was approximately $430.
**
Represents the number of separate portfolios comprising the investment companies in the fund complex, including the Fund, for which such
persons served as board members in 2024.
***
The Class I Directors and Class III Directors (together with Class II Directors) will only be presented at the Meeting if Proposal 1 is
approved by the required stockholder vote. If Proposal 1 is not approved by the required stockholder vote, then only the Nominees for
Class II Directors will be presented at the Meeting.
For the Fund's most recent fiscal year, the number
of Board and committee meetings held are set forth in Exhibit D. Certain other information concerning the Fund's Directors and officers
also is set forth in Exhibit D.
Required Vote and Directors' Recommendation
Provided a quorum is present, the election of a Nominee requires the
affirmative vote of a plurality of votes cast at the Meeting for the election of Directors.
THE
BOARD, INCLUDING THE INDEPENDENT DIRECTORS, UNANIMOUSLY RECOMMENDS THAT STOCKHOLDERS VOTE
FOR
THE BOARD NOMINEES
27
ADDITIONAL INFORMATION
Selection of Independent Registered Public
Accounting Firm
The 1940 Act requires that the Fund's independent
registered public accounting firm (the independent auditors or auditors) be selected by a majority of the Independent
Directors. The Audit Committee has direct responsibility for the appointment, compensation, retention and oversight of the Fund's independent
auditors. At a meeting held on January 23, 2025, the Fund's Audit Committee approved and the Fund's Board, including a majority of the
Independent Directors, ratified and approved the selection of Ernst Young LLP (EY) as the independent auditors for the
Fund's fiscal year ending November 30, 2024. EY, a major international accounting firm, has acted as independent auditors of the Fund
since the Fund's organization. The Audit Committee's report for the Fund relating to the financial statements for the fiscal year ended
November 30, 2024 is attached as Exhibit E to this proxy statement.
Independent Registered Public Accounting Firm
Fees and Services
The following chart reflects fees billed by EY
in the Fund's last two fiscal years. For Service Affiliates (
i.e.,
the Investment Adviser and any entity controlling, controlled
by or under common control with the Investment Adviser that provides ongoing services to the Fund), such fees represent only those fees
that required pre-approval of the Audit Committee, except the Aggregate Non-Audit Fees amounts, which include all non-audit fees billed
by EY to the Fund and Service Affiliates. All services provided by EY were pre-approved as required.
Fund
1
Service Affiliates
1
Audit Fees
$38,168/$38,931
$0/$0
Audit-Related Fees
2
$35,335/$12,339
$0/$0
Tax Fees
3,4
$3,342/$3,342
$8,158/$8,860
All Other Fees
$0/$0
$0/$0
Aggregate Non-Audit
Fees
4
$1,886,566/$1,486,377
$8,158/$8,860
1.
Fiscal years ended November 30, 2023/November 30, 2024
2.
Services to the Fund consisted of one or more of the following: (i) agreed
upon procedures related to compliance with Internal Revenue Code section 817(h); (ii) security counts required by Rule 17f-2 under the
1940 Act; (iii) advisory services as to the accounting or disclosure treatment of Fund transactions or events; (iv) advisory services
as to the accounting or disclosure treatment of the actual or potential impact to the Fund of final or proposed rules, standards or interpretations
by the SEC, the Financial Accounting Standards Boards or other regulatory or standard-setting bodies; and (v) agreed upon procedures in
evaluating compliance by the Fund with the provisions of the Fund's articles supplementary creating the series of preferred stock.
3.
Services to the Fund consisted of: (i) review or preparation of U.S.
federal, state, local and excise tax returns; (ii) U.S. federal, state and local tax planning, advice and assistance regarding statutory,
regulatory or administrative developments; and (iii) tax advice regarding tax qualification matters and/or treatment of various financial
instruments held or proposed to be acquired or held.
28
4.
Aggregate non-audit fees billed by EY to the Fund and Service Affiliates
are shown under the Service Affiliates column.
Audit Committee Pre-Approval Policies and
Procedures.
The Fund's Audit Committee has established policies and procedures (the Policy) for pre-approval (within
specified fee limits) of EY's engagement for audit and non-audit services to the Fund and non-audit services to Service Affiliates without
specific case-by-case consideration. The pre-approved services in the Policy can include pre-approved audit services, pre-approved audit-related
services, pre-approved tax services and pre-approved all other services. Pre-approval considerations include whether the proposed services
are compatible with maintaining EY's independence. Pre-approvals pursuant to the Policy are considered annually. In addition, proposed
services requiring pre-approval but not covered by the Policy are considered from time to time as necessary.
Auditor Independence.
The Fund's
Audit Committee has considered whether the provision of non-audit services that were rendered to Service Affiliates that did not require
pre-approval is compatible with maintaining EY's independence.
A representative of EY will be available to join
the Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.
Service Providers
BNY Mellon Investment Adviser, Inc., located at
240 Greenwich Street, New York, New York 10286, serves as the Fund's investment adviser pursuant to an Investment Advisory Agreement between
the Fund and the Investment Adviser. A discussion regarding the basis for the Board's approving the Investment Advisory Agreement is available
in the Fund's annual report for the fiscal year ended November 30, 2024. The Investment Adviser also serves as the Fund's administrator.
Insight North America LLC, an affiliate of the
Investment Adviser, located at 200 Park Avenue, 7th Floor, New York, New York 10166, serves as the Fund's sub-adviser. The Sub-Adviser,
subject to the Investment Adviser's supervision and approval, provides day-to-day management of the Fund's assets. A discussion regarding
the basis for the Board's approving the sub-investment advisory agreement between the Investment Adviser and the Sub-Adviser is available
in the Fund's annual report for the fiscal year ended November 30, 2024.
The Bank of New York Mellon, an affiliate of the
Investment Adviser, located at 240 Greenwich Street, New York, New York 10286, acts as Custodian for the assets of the Fund.
Computershare Inc., located at 480 Washington
Boulevard, Jersey City, New Jersey 07310, acts as the Fund's Transfer Agent, Dividend-Paying Agent and Registrar.
29
Voting 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.
Over the Internet.
Have your proxy card available. Go to the website listed on the proxy card.
Enter your control number from your proxy card. Follow the instructions on the website.
By Telephone.
Have your proxy card available. Call the toll-free number listed on the proxy card.
Enter your control number from your proxy card. Follow the recorded instructions.
At the Meeting
. Any stockholder who attends the Meeting virtually may vote over the Internet (see
above) during the Meeting.
Shares represented by properly executed and unrevoked
proxies will be voted in accordance with the specifications made thereon, and, if no voting instructions are given, shares will be voted
against Proposal 1 and for Proposal 2.
If a proxy is properly executed and returned accompanied
by instructions to withhold authority to vote or represents a broker non-vote (that is, a proxy from a broker or nominee indicating
that such person has not received instructions from the beneficial owner or other person entitled to vote shares of the Fund on a particular
matter with respect to which the broker or nominee does not have discretionary power), the Fund's shares represented thereby will be considered
to be present at the Meeting for purposes of determining the existence of a quorum for the transaction of business, but will not constitute
a vote for a proposal and will have no effect on the result of the vote.
The cost of preparing, printing and mailing this
proxy statement and the attached Notice of Annual Meeting of Stockholders and the accompanying proxy card, as well as the costs associated
with the proxy solicitation, which is estimated to total approximately $20,100, will be borne by the Fund. In addition to the use of the
mail, proxies may be solicited by telephone. Authorizations to execute proxies may be obtained by electronic transmission or by telephonic
instructions in accordance with procedures designed to authenticate the stockholder's identity. In all cases where a telephonic proxy
is solicited (as opposed to where the stockholder calls the toll-free telephone number directly to vote), the stockholder will be asked
to provide or confirm certain identifiable information and to confirm that the stockholder has received the proxy statement and proxy
card in the mail. Within 72 hours of receiving a stockholder's solicited telephonic voting instructions, a confirmation will be sent to
the stockholder to ensure that the vote has been taken in accordance with the stockholder's instructions and to provide a telephone number
to call immediately if the stockholder's instructions are not correctly reflected in the confirmation.
30
OTHER MATTERS
The Fund's Board is not aware of any other matter
which may come before the Meeting. However, should any such matter properly come before the Meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the proxy in accordance with their discretion on such matter.
Any proposals of stockholders that are intended
to be presented at the Fund's 2026 Annual Meeting of Stockholders in accordance with Rule 14a-8 under the Securities Exchange Act of 1934,
as amended (the Exchange Act), must be received by the Secretary of the Fund at the Fund's principal executive offices no
later than January1,2026, and must comply with all other legal requirements in order to be included in the Fund's proxy statement
and form of proxy for that meeting. For other stockholder proposals to be presented at the 2026 Annual Meeting of Stockholders (but not
included in the Fund's proxy statement), a stockholder's notice must be delivered to the Secretary of the Fund at the Fund's principal
executive offices no earlier than December 1, 2025 and no later than 5:00 p.m., Eastern time on January 1, 2026. If the 2026 Annual Meeting
of Stockholders is advanced or delayed by more than 30 days from June 11, 2026, then timely notice must be delivered not earlier than
the 150
th
day prior to such annual meeting and not later than 5:00 p.m., Eastern time, on the later of the 120
th
day prior to such annual meeting or the tenth day following the day on which public announcement of the date of such meeting is first
made. All stockholder proposals must include the information required by the Fund's bylaws.
Stockholders who wish to communicate with Directors
should send communications to the attention of the Secretary of the Fund, c/o BNY Mellon Investment Adviser,Inc. Legal Department,
240 Greenwich Street, 18
th
Floor, New York, New York 10286, and communications will be directed to the Director or Directors
indicated in the communication or, if no Director or Directors are indicated, to the Chairman of the Board.
NOTICE TO BANKS, BROKER/DEALERS AND
VOTING TRUSTEES AND THEIR NOMINEES
Please advise BNY Mellon Strategic Municipal Bond
Fund, Inc., in care of Computershare Inc., Proxy Department, 480 Washington Blvd., 27
th
Floor, Jersey City, New Jersey 07310,
whether other persons are the beneficial owners of the shares for which proxies are being solicited and, if so, the number of copies of
the proxy statement and other soliciting material you wish to receive in order to supply copies to the beneficial owners 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.
31
IT IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY.
THEREFORE, STOCKHOLDERS WHO DO NOT EXPECT TO ATTEND THE MEETING VIRTUALLY ARE URGED TO COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY
CARD IN THE ENCLOSED STAMPED ENVELOPE OR OTHERWISE VOTE PROMPTLY.
Dated: May 1,2025
32
EXHIBIT A
BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC.
FORM OF
ARTICLES OF AMENDMENT AND RESTATEMENT
1. BNY
Mellon Strategic Municipal Bond Fund, Inc., a Maryland corporation, desires to amend and restate its charter as currently in effect and
as hereinafter amended.
2.The
following provisions are all the provisions of the charter currently in effect and as hereinafter amended:
FIRST
: Jonathan M. Petuchowski,
whose post office address was Seven Hanover Square, New York, New York 10004-2594, being at least eighteen years of age, formed a corporation
under the general laws of the State of Maryland on September 26, 1989.
SECOND
: The name of the corporation
(hereinafter called the Corporation) is BNY Mellon Strategic Municipal Bond Fund, Inc.
THIRD
: The Corporation is
formed for the purpose of conducting, operating and carrying on the business of an open-end management investment company registered under
the Investment Company Act of 1940, as amended (the 1940 Act).
The Corporation may engage in any
other business permitted to be engaged in or carried on by a corporation incorporated or organized under the Maryland General Corporation
Law, and shall have all of the powers conferred upon or permitted to corporations by the Maryland General Corporation Law.
FOURTH
: The post office address
of the principal office of the Corporation within the State of Maryland is 2405 York Road, Suite 201, Lutherville Timonium, Maryland,
21093-2264 in care of The Corporation Trust Incorporated; and the resident agent of the Corporation in the State of Maryland is The Corporation
Trust Incorporated, 2405 York Road, Suite 201, Lutherville Timonium, Maryland, 21093-2264. The resident agent is a Maryland corporation.
FIFTH
: (1) The total number
of shares of stock which the Corporation shall have authority to issue is one hundred ten million (110,000,000) shares of common stock,
par value $0.001 per share (the Common Stock), having an aggregate par value of one hundred ten thousand dollars ($110,000).
The Common Stock is classified and designated as follows: [____] shares of Class A common stock, [____] shares of Class C common stock,
[____] shares of Class I common stock, and [____] shares of Class Y common stock.
A-1
If shares of one class of stock
are classified or reclassified into shares of another class of stock pursuant to this Article FIFTH, paragraph (4), the number of authorized
shares of the former class shall be automatically decreased and the number of shares of the latter class shall be automatically increased,
in each case by the number of shares so classified or reclassified, so that the aggregate number of shares of stock of all classes that
the Corporation has authority to issue shall not be more than the total number of shares of stock set forth in the first sentence of this
Article FIFTH, paragraph (1) or as otherwise increased or decreased by the Board of Directors of the Corporation (the Board of Directors)
pursuant to the Maryland General Corporation Law and set forth in a subsequent filing with the State Department of Assessments and Taxation
of Maryland.
(2) The Board of Directors of the
Corporation is authorized to fix the price and the minimum price or the consideration and minimum consideration for, and to authorize
the issuance of, the shares of stock of the Corporation and securities convertible into shares of stock of the Corporation.
(3) The Board of Directors of the
Corporation is authorized to classify, reclassify and designate as to series or class any unissued shares of stock of the Corporation,
whether now or hereafter authorized, by setting, changing or eliminating the preferences, conversion or other rights, voting powers, restrictions,
limitations as to dividends and other distributions, qualifications and terms or conditions of redemption of the stock and otherwise in
any manner, and to the extent now or hereafter permitted by the Maryland General Corporation Law.
(4) The Corporation may issue shares
of Common Stock in fractional denominations to the same extent as its whole shares, and shares in fractional denominations shall be shares
of Common Stock having proportionately to the respective fractions represented thereby all the rights of whole shares, including without
limitation, the right to vote, the right to receive dividends and other distributions, and the right to participate upon the liquidation
of the Corporation, but excluding any right to receive a stock certificate representing fractional shares.
(5) The Corporation may exchange,
convert, purchase or otherwise acquire, hold, dispose of, resell, transfer, reissue or cancel shares of any class from time to time (all
without the vote or consent of the stockholders to the extent permitted by law).
(6) Subject to the power of the
Board of Directors of the Corporation to classify and reclassify unissued shares, the shares of each class of stock of the Corporation
shall have the following preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other
distributions, qualifications and terms and conditions of redemption, and as otherwise set forth in the Charter:
(a) Assets attributable to each
class of the Corporation's stock shall be invested in the same investment portfolio.
A-2
(b) The assets and liabilities
and the income and expenses of each class of the Corporation's stock may be determined separately and, accordingly, the net asset values,
the dividends and distributions payable to holders, and the amounts distributable in the event of dissolution or liquidation of the Corporation
or the liquidation of the assets attributable to any class of the Corporation's stock to holders of shares of the Corporation's stock
may vary from class to class. Except for these differences and certain other differences set forth hereafter or elsewhere in the Charter,
each class of the Corporation's stock shall have the same preferences, conversion and other rights, voting powers, restrictions, limitations
as to dividends and other distributions, qualifications and terms and conditions of and rights to require redemption.
(c) The allocation of the assets
and liabilities, investment income and losses, capital gains and losses, and expenses of the Corporation among the classes of the Corporation's
stock shall be determined by the Board of Directors of the Corporation in a manner that is consistent with Rule 18f-3 under the 1940 Act,
as such rule may be amended or superseded from time to time. The determination of the Board of Directors shall be conclusive as to the
allocation of investment income and losses, capital gains and losses, expenses and liabilities (including accrued expenses and reserves)
and assets to a particular class or classes.
(d) Shares of each class of stock
shall be entitled to such dividends or distributions of investment income and capital gains, in stock or in cash or both, as may be authorized
from time to time by the Board of Directors of the Corporation and declared by the Corporation with respect to such class. Dividends or
distributions shall be paid on shares of a class of stock only out of the assets attributable to that class or as otherwise permitted
by the Charter. Specifically, and without limiting the generality of the foregoing, the dividends and distributions of investment income
and capital gains with respect to any class of shares may vary from the dividends and distributions of investment income and capital gains
with respect to any other class of shares to reflect differing allocations of expenses of the Corporation among the holders of the various
classes of shares and any resultant differences among the net asset values of each class of shares, to such extent and for such purposes
as the Board of Directors may deem appropriate.
(e) The issuance of shares of
each class of the Corporation's stock (including fractional shares) shall be subject to such sales charges or other charges payable on
such issuance as may be provided under the terms of issuance of such class of shares. The proceeds of the redemption of shares of a class
of the Corporation's stock (including fractional shares) shall be reduced by the amount of any contingent deferred sales charges, liquidation
charges, or other charges payable on such redemption as may be provided under the terms of issuance of such class of shares.
(f) Except as provided below,
on each matter submitted to a vote of the stockholders, each holder of stock shall be entitled to one vote (1) for each share standing
in such stockholder’s name on the books of the Corporation
A-3
or (2) if approved by the Board of Directors
and pursuant to the issuance of an exemptive order from the Commission, for each dollar of net asset value per share of a class, as applicable.
Subject to any applicable requirements of the 1940 Act, or other applicable law, all holders of shares of stock shall vote as a single
class except with respect to any matter which the Board of Directors shall have determined affects only one or more (but less than all)
series or classes of stock, in which case only the holders of shares of the series or classes affected shall be entitled to vote. Without
limiting the generality of the foregoing, and subject to any applicable requirements of the 1940 Act, or other applicable law, the holders
of each of the classes shall have, respectively, with respect to any matter submitted to a vote of stockholders (i) exclusive voting rights
with respect to any such matter that only affects the class of Common Stock of which they are holders, including, without limitation,
the provisions of any distribution plan adopted by the Corporation pursuant to Rule 12b-1 under the 1940 Act (a Plan) with
respect to the class of which they are holders and (ii) no voting rights with respect to the provisions of any Plan that affects one or
more of such other classes of Common Stock, but not the class of which they are holders, or with respect to any other matter that does
not affect the class of Common Stock of which they are holders.
(g) In the event of the liquidation
or dissolution of the Corporation or the liquidation of the assets attributable to any class of stock, the holders of a class of the Corporation's
stock shall be entitled to receive, as a class, out of the assets of the Corporation available for distribution to stockholders, the assets
attributable to that class less the liabilities allocated to that class. The assets so distributable to the stockholders of a class shall
be distributed among such stockholders in proportion to the number of shares of that class held by them and recorded on the books of the
Corporation. In the event that there are any assets available for distribution that are not attributable to any particular class of stock,
such assets shall be allocated among the classes in proportion to the net asset values of the respective classes.
(h) At such times (which may vary
between and among the holders of particular classes of stock) as may be determined by the Board of Directors of the Corporation (or with
the authorization of the Board of Directors, by the officers of the Corporation) in accordance with the 1940 Act and applicable rules
and regulations of the Financial Industry Regulatory Authority and from time to time reflected in the registration statement of the Corporation
(the Registration Statement), shares or certain shares of a particular class of stock may be automatically or otherwise converted
into shares of another class of stock based on the relative net asset values of such classes at the time of conversion, subject, however,
to any conditions of conversion that may be imposed by the Board of Directors (or with the authorization of the Board of Directors, by
the officers of the Corporation) and reflected in the Registration Statement. The terms and conditions of such conversion may vary within
and among the classes to the extent determined by the Board of Directors (or with the authorization of the Board of Directors) by the
officers of the Corporation and set forth in the Registration Statement.
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(7) Notwithstanding any provisions
of the Maryland General Corporation Law requiring a greater proportion than a majority of the votes entitled to be cast by holders of
shares of all classes, or any class, of the Corporation's stock in order to take or authorize any action, any such action may be taken
or authorized if declared advisable by the Board of Directors and approved by the holders of shares entitled to cast a majority of the
aggregate number of votes entitled to be cast thereon, subject to any applicable requirements of the 1940 Act and to the provisions of
the Maryland General Corporation Law permitting extraordinary corporate actions and amendments to the Charter to be approved by a majority
of the entire Board of Directors and in the manner and by the vote required (if any) under the 1940 Act.
(8) The presence in person or by
proxy of the holders of shares entitled to cast a majority of the votes entitled to be at the meeting shall constitute a quorum at any
meeting of the stockholders of the Corporation, except with respect to any matter which, under applicable statutes or regulatory requirements,
requires approval by a separate vote of one or more classes of stock, in which case the presence in person or by proxy of the holders
of shares entitled to cast a majority of the votes entitled to be cast separately on the matter shall constitute a quorum with respect
to those classes of stock.
(10) No holder of any shares of
any class of the Corporation shall be entitled as of right to subscribe for, purchase, or otherwise acquire any shares of any class which
the Corporation proposes to issue, or any rights or options which the Corporation proposes to issue or to grant for the purchase of shares
of any class or for the purchase of any shares, bonds, securities, or obligations of the Corporation which are convertible into or exchangeable
for, or which carry any rights to subscribe for, purchase, or otherwise acquire shares of any class of the Corporation; and any and all
of such shares, bonds, securities or obligations of the Corporation, whether now or hereafter authorized or created, may be issued, and
may be reissued or transferred if the same have been reacquired, and any and all of such rights and options may be granted by the Board
of Directors of the Corporation to such persons, firms, corporations and associations, and for such lawful consideration, and on such
terms, as the Board of Directors in its discretion may determine, without first offering the same, or any thereof, to any said holder.
SIXTH
: (1) The number of
directors of the Corporation, until such number shall be increased or decreased pursuant to the Bylaws of the Corporation, is six. The
number of directors shall never be less than the minimum number prescribed by the Maryland General Corporation Law.
(2) The names of each person who
shall act as director of the Corporation until such director's successor or successors are duly chosen and qualify are as follows:
Joseph S. DiMartino
Joan L. Gulley
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Alan H. Howard
Robin A. Melvin
Burton N. Wallack
Benaree Pratt Wiley
(3) In addition to its other powers
explicitly or implicitly granted under the Charter, the Bylaws of the Corporation, by law or otherwise, the Board of Directors of the
Corporation:
(a) is expressly and exclusively
authorized to make, alter, amend or repeal the Bylaws of the Corporation;
(b) may from time to time determine
whether, to what extent, at what times and places, and under what conditions and regulations the accounts and books of the Corporation,
or any of them, shall be open to the inspection of the stockholders, and no stockholder shall have any right to inspect any account, book
or document of the Corporation except as conferred by statute or as authorized by the Board of Directors of the Corporation;
(c) is empowered to authorize,
without stockholder approval, the issuance and sale from time to time of shares of stock of the Corporation of any class, and securities
convertible into stock of the Corporation of any class, whether now or hereafter authorized for such consideration as the Board of Directors
may deem advisable;
(d) may name or designate any
class or series of stock and change the name or designation of any class or series of stock pursuant to the provisions of the Maryland
General Corporation Law.
(e) is authorized to adopt procedures
for determination of the net asset value of shares of any class of the Corporation's stock; and
(f) is authorized to declare dividends
out of funds legally available therefor on shares of each class of stock of the Corporation payable in such amounts and at such times
as it determines, including declaration by means of a formula or similar method and including dividends declared or payable more frequently
than at meetings of the Board of Directors.
(4) Any determination made in good
faith by or pursuant to the direction of the Board of Directors of the Corporation, as to the amount of the assets, debts, obligations,
or liabilities of the Corporation or belonging to, or attributable to any class of shares of the Corporation, the amount of any reserves
or charges set up and the propriety thereof, the time of or purpose for creating such reserves or charges, the use, alteration or cancellation
of any reserves or charges (whether or not any debt, obligation or liability for which such reserves or charges shall have been created
shall have been paid or discharged or shall be then or thereafter required to be paid or discharged), the value of or the method of valuing
A-6
any investment owned or held by the Corporation,
the market value or fair value of any investment or fair value of any other asset of the Corporation, the allocation of any asset of the
Corporation to a particular class or classes of the Corporation's stock, the charging of any liability of the Corporation to a particular
class or classes of the Corporation's stock, the amount of net investment income, the number of shares of the Corporation's stock outstanding,
the estimated expense in connection with purchases or redemptions of the Corporation's stock, the ability to liquidate investments in
an orderly fashion, the extent to which it is practicable to deliver a cross-section of the portfolio of the Corporation in payment for
any such shares, or any other matters relating to the issue, sale, purchase, redemption and/or other acquisition or disposition of investments
or shares of the Corporation, or the determination of the net asset value of shares of the Corporation shall be final and conclusive,
and shall be binding upon the Corporation and all holders of its shares, past, present and future, and shares of the Corporation are issued
and sold on the condition and understanding that any and all such determinations shall be binding as aforesaid.
SEVENTH
: (1) To the fullest
extent that limitations on the liability of directors and officers are permitted by the Maryland General Corporation Law, no director
or officer of the Corporation shall have any liability to the Corporation or its stockholders for money damages. This limitation on liability
applies to events occurring at the time a person serves as a director or officer of the Corporation whether or not such person is a director
or officer at the time of any proceeding in which liability is asserted.
(2) The Corporation shall indemnify
and advance expenses to its currently acting and its former directors to the fullest extent that indemnification of directors and advancement
of expenses to directors is permitted by the Maryland General Corporation Law. The Corporation shall additionally indemnify and advance
expenses to any individual who, while a director of the Corporation and at the request of the Corporation, serves or has served as a director,
officer, partner or trustee of another corporation, real estate investment trust, partnership, joint venture, trust, employee benefit
plan, limited liability company or any other enterprise from and against any claim or liability to which such person may become subject
or which such person may incur by reason of his or her service in such capacity. The Corporation shall indemnify and advance expenses
to its officers to the same extent as its directors and to such further extent as is consistent with law. The Board of Directors of the
Corporation may, through a Bylaw, resolution or agreement, make further provisions for indemnification of directors, officers, employees
and agents to the fullest extent permitted by the Maryland General Corporation Law.
(3) No provision of this Article
SEVENTH shall be effective to protect or purport to protect any director or officer of the Corporation against any liability to the Corporation
or its stockholders to which he or she would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence or reckless
disregard of the duties involved in the conduct of his or her office.
A-7
(4) References to the Maryland General
Corporation Law in this Article SEVENTH are to the law as from time to time amended. No amendment to the Charter shall affect any right
of any person under this Article SEVENTH based on any event, omission or proceeding prior to such amendment.
EIGHTH
: (1) Any holder of
shares of stock of the Corporation may require the Corporation to redeem and the Corporation shall be obligated to redeem at the option
of such holder all or any part of the shares of the Corporation owned by said holder, at the redemption price, pursuant to the method,
upon the terms and subject to the conditions hereinafter set forth:
(a) The redemption price per share
shall be the net asset value per share determined at such time or times as the Board of Directors of the Corporation shall designate in
accordance with any provision of the 1940 Act, any rule or regulation thereunder or exemption or exception therefrom, or any rule or regulation
made or adopted by any securities association registered under the Securities Exchange Act of 1934, as amended.
(b) Net asset value per share
of a class shall be determined by dividing:
(i) The total value of the assets
belonging to such class or, in the case of a class invested in a common investment portfolio with other classes, such class's proportionate
share of the total value of the assets belonging to the common investment portfolio, such value determined as provided in Subsection (c)
below less, to the extent determined by or pursuant to the direction of the Board of Directors, all debts, obligations and liabilities
of such class (which debts, obligations and liabilities shall include, without limitation of the generality of the foregoing, any and
all debts, obligations, liabilities, or claims, of any and every kind and nature, fixed, accrued and otherwise, including the estimated
accrued expenses of management and supervision, administration and distribution and any reserves or charges for any or all of the foregoing,
whether for taxes, expenses or otherwise) but excluding such class's liability upon its shares and its surplus, by
(ii) The total number of shares
of such class outstanding. The Board of Directors of the Corporation is empowered, in its absolute discretion, to establish other methods
for determining such net asset value whenever such other methods are deemed by it to be necessary in order to enable the Corporation to
comply with, or are deemed by it to be desirable provided they are not inconsistent with, any provision of the 1940 Act, or any rule or
regulation thereunder.
(c) In determining for the purposes
of the Charter the total value of the assets of the Corporation at any time, investments and any other assets of the Corporation shall
be valued in such manner as may be determined from time to time by the Board of Directors of the Corporation.
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(d) Payment of the redemption
price by the Corporation may be made either in cash or in securities or other assets at the time owned by the Corporation or partly in
cash and partly in securities or other assets at the time owned by the Corporation. The value of any part of such payment to be made in
securities or other assets of the Corporation shall be the value employed in determining the redemption price. Payment of the redemption
price shall be made on or before the seventh day following the day on which the shares are properly presented for redemption hereunder,
except that delivery of any securities included in any such payment shall be made as promptly as any necessary transfers on the books
of the issuers whose securities are to be delivered may be made.
The Corporation, pursuant to resolution
of the Board of Directors of the Corporation, may deduct from the payment made for any shares redeemed a liquidating charge, and the Board
of Directors may alter or suspend any such liquidating charge from time to time.
(e) Redemption of shares of stock
by the Corporation is conditional upon the Corporation having funds or property legally available therefor.
(2) The Corporation, either directly
or through an agent, may repurchase its shares, out of funds legally available therefor, upon such terms and conditions and for such consideration
as the Board of Directors of the Corporation shall deem advisable, by agreement with the owner at a price not exceeding the net asset
value per share as determined by the Corporation at such time or times as the Board of Directors shall designate, less a liquidating charge,
if and as fixed by resolution of the Board of Directors from time to time, and take all other steps deemed necessary or advisable in connection
therewith.
(3) The Corporation, at its option,
pursuant to resolution of the Board of Directors of the Corporation, may cause the redemption, upon the terms set forth in such resolution
and in paragraphs (1) (a) through (e), (4) and (5) of this Article EIGHTH, of shares of stock owned by stockholders whose shares have
an aggregate net asset value of less than such amount as may be fixed from time to time by the Board of Directors. The Corporation also
may cause the redemption of outstanding shares of stock of any class if the Board of Directors has determined to discontinue issuance
of shares of stock of such class or in connection with a reorganization or liquidation. Notwithstanding any other provision of this Article
EIGHTH, if certificates representing such shares have been issued, the redemption price need not be paid by the Corporation until such
certificates are presented in proper form for transfer to the Corporation or the agent of the Corporation appointed for such purpose;
however, the redemption shall be effective, in accordance with the resolution of the Board of Directors, regardless of whether or not
such presentation has been made.
A-9
(4) The obligations set forth in
this Article EIGHTH may be suspended or postponed as may be permissible under the 1940 Act, and the rules and regulations thereunder.
(5) The Board of Directors of the
Corporation may establish other terms and conditions and procedures for redemption, including requirements as to delivery of certificates
evidencing shares, if issued.
NINTH
: All persons who shall
acquire stock or other securities of the Corporation shall acquire the same subject to the provisions of the Corporation's Charter and
Bylaws, each as from time to time amended.
TENTH
: From time to time
any of the provisions of the Charter of the Corporation may be amended, altered or repealed, including amendments which alter the contract
rights as expressly set forth in the Charter of any class of stock outstanding, and other provisions authorized by the Maryland General
Corporation Law at the time in force may be added or inserted in the manner and at the time prescribed by said Law, and all rights at
any time conferred upon the stockholders of the Corporation by its Charter are granted subject to the provisions of this Article TENTH
and the reservation of the right to amend the Charter herein contained.
3. The
foregoing amendment and restatement of the charter has been approved by a majority of the entire Board of Directors and the vote of the
stockholders required by Maryland law and the charter.
4. The
current address of the principal office of the Corporation is as set forth in Article FOURTH of the foregoing amendment and restatement
of the charter.
5. The
name and address of the Corporation's current resident agent is as set forth in Article FOURTH of the foregoing amendment and restatement
of the charter.
6. The
number of directors of the Corporation and the names of those currently in office are as set forth in Article SIXTH of the foregoing amendment
and restatement of the charter.
7.The
total number of shares of stock which the Corporation has authority to issue is not changed by the foregoing amendment and restatement
of the charter.
8.The
undersigned officer acknowledges these Articles of Amendment and Restatement to be the corporate act of the Corporation and, as to all
matters or facts required to be verified under oath, the undersigned officer acknowledges that, to the best of such officer’s knowledge,
information and belief,
A-10
these matters and facts are true in all material
respects and that this statement is made under the penalties for perjury.
IN WITNESS WHEREOF, the Corporation
has caused these Articles of Amendment and Restatement to be signed in its name and on its behalf by its Vice President and attested to
by its Assistant Secretary on this [__] day of [__________], 2025.
ATTEST:
BNY Mellon Strategic Municipal Bond Fund, Inc.
____________________________
Name:
Title: Assistant Secretary
________________________________
Name:
Title: Vice President
A-11
EXHIBIT B
PROPOSED
FUNDAMENTAL INVESTMENT RESTRICTIONS
Except as
described below or as otherwise permitted by the 1940 Act, or interpretations or modifications by, or exemptive or other relief from,
the SEC or other authority with appropriate jurisdiction, and disclosed to investors, the Fund may not:
1.
Borrow money, except to the extent permitted under the 1940 Act (which currently limits borrowing to no more than 33-1/3% of the value
of the Fund’s total assets). For purposes of this investment restriction, the entry into options, forward contracts, futures contracts,
including those relating to indexes, and options on futures contracts or indexes shall not constitute borrowing.
2.
Invest in physical commodities or physical commodities contracts, except that the Fund may purchase and sell options, forward contracts,
futures contracts, including those related to indices and options on futures contracts or indices and enter into swap agreements and other
derivative instruments.
3.
With respect to 75% of its total assets, purchase securities of an issuer (other than the U.S. Government, its agencies, instrumentalities
or authorities or repurchase agreements collateralized by U.S. Government securities and other investment companies), if: (a) such purchase
would cause more than 5% of the Fund's total assets taken at market value to be invested in the securities of such issuer; or (b) such
purchase would at the time result in more than 10% of the outstanding voting securities of such issuer being held by the Fund.
4.
Invests more than 25% of its total assets in the securities of issuers in any single industry; provided that there shall be no limitation
on the purchase of municipal bonds and, for temporary defensive purposes, obligations issued or guaranteed by the U.S. Government, its
agencies or instrumentalities. For purposes of this Fundamental Policy, industrial development bonds, where the payment of principal and
interest is the ultimate responsibility of companies within the same industry, are grouped together as an industry.
5.
Lend any securities or make loans to others, except to the extent permitted under the 1940 Act (which currently limits such loans to no
more than 33-1/3% of the value of the Fund's total assets) or as otherwise permitted by the SEC. For purposes of this Investment Restriction,
the purchase of debt obligations (including acquisitions of loans, loan participations or other forms of debt instruments) and the entry
into repurchase agreements shall not constitute loans by the Fund. Any loans of portfolio securities will be made according to guidelines
established by the SEC and the Fund's Board.
B-1
6.
Issue any senior security (as such term is defined in Section 18(f) of the 1940 Act), except insofar as the Fund may be deemed to have
issued a senior security by reason of borrowing money in accordance with the Fund's borrowing policies. For purposes of this Fundamental
Policy, collateral, escrow, or margin or other deposits with respect to the making of short sales, the purchase or sale of futures contracts
or options, purchase or sale of forward contracts, and the writing of options on securities are not deemed to be an issuance of a senior
security.
7.
Purchase, hold or deal in real estate or oil and gas interests, but the Fund may purchase and sell securities that are secured by real
estate or issued by companies that invest or deal in real estate or real estate investment trusts and may acquire and hold real estate
or interests therein through exercising rights or remedies with regard to such securities.
8.
Act as an underwriter of securities of other issuers, except that the Fund may bid separately or as part of a group for the purchase of
municipal bonds directly from an issuer for its own portfolio to take advantage of the lower purchase price available, and except to the
extent the Fund may be deemed an underwriter under the Securities Act of 1933, as amended, by virtue of disposing of portfolio securities.
9.
Purchase securities on margin, except for use of short-term credit necessary for clearance of purchases and sales of portfolio securities,
but the Fund may make margin deposits in connection with transactions in options, forward contracts, futures contracts, and options on
futures contracts, and except that effecting short sales will be deemed not to constitute a margin purchase for purposes of this policy.
(This is a non-fundamental policy.)
10.
Pledge, mortgage or hypothecate its assets, except to the extent necessary to secure permitted borrowings and to the extent related to
the purchase of securities on a when-issued, forward commitment or delayed-delivery basis and the deposit of assets in escrow in connection
with writing covered put and call options and collateral and initial or variation margin arrangements with respect to permitted transactions.
(This is a non-fundamental policy.)
11.
Invest in securities of other investment companies, except to the extent permitted under the 1940 Act. (This is a non-fundamental policy.)
12. Enter
into repurchase agreements providing for settlement in more than seven days after notice or purchase securities that are illiquid, if,
in the aggregate, more than 15% of the value of the Fund's net assets would be so invested. (This is a non-fundamental policy.)
If a percentage
restriction set forth above is adhered to at the time an investment is made, a later change in percentage resulting from a change in values
or assets will not constitute a violation of such restriction. With respect to the Fund's policies pertaining to borrowing, however, if
borrowings exceed 33-1/3% of the
B-2
value of the Fund's total
assets as a result of a change in values or assets, the Fund must take steps to reduce such borrowings within three days (not including
Sundays and holidays) thereafter at least to the extent of such excess. In addition, with respect to the Fund's policy pertaining to purchasing
illiquid investments, if the Fund's investment in illiquid investments exceeds the applicable percentage limitation as a result of a change
in values or assets, the Fund may not add to its illiquid investments and must take action to bring its illiquid investments back within
the limit within a reasonable period of time.
B-3
EXHIBIT C
CURRENT FUNDAMENTAL INVESTMENT
RESTRICTIONS
The Fund
may not:
1. Purchase
securities other than municipal obligations and Taxable Investments or as provided in Investment Restriction Nos. 7 and 12 or otherwise
in the Fund's Prospectus.
2. Borrow
money, except to the extent permitted under the 1940 Act. For purposes of this investment restriction, the entry into options, futures
contracts, including those relating to indexes, and options on futures contracts or indexes shall not constitute borrowing.
3. Pledge,
mortgage or hypothecate its assets, except to the extent necessary to secure permitted borrowings and to the extent related to the deposit
of assets in escrow in connection with writing covered put and call options and the purchase of securities on a when-issued or delayed-delivery
basis and collateral and initial or variation margin arrangements with respect to options, futures contracts, including those relating
to indexes, and options on futures contracts or indexes.
4. Sell
securities short or purchase securities on margin, except for such short-term credits as are necessary for the clearance of transactions,
but the Fund may make margin deposits in connection with transactions in options, futures and options on futures.
5. Underwrite
any issue of securities, except to the extent that the sale of portfolio securities by the Fund may be deemed to be an underwriting.
6. Purchase,
hold or deal in real estate or oil and gas interests, but the Fund may purchase and sell securities that are secured by real estate or
interests therein.
7. Invest
in commodities, except that the Fund may purchase and sell futures contracts, including those relating to indexes, and options on futures
contracts or indexes, as described in the Fund's Prospectus.
8. Lend
any funds or other assets except through the purchase of all or a portion of securities or obligations of the type in which the Fund may
invest; however, the Fund may lend its portfolio securities in an amount not to exceed 30% of the value of its total assets. Any loans
of portfolio securities will be made according to guidelines established by the SEC and the Fund's Board of Directors.
9. Issue
any senior security (as such term is defined in Section 18(f) of the 1940 Act) other than preferred stock, except as permitted in Investment
Restriction Nos. 2, 3, 4 and 7.
C-1
10. Invest
more than 5% of its assets in the securities of any one issuer, except that up to 25% of the value of the Fund's total assets may be invested,
and securities issued or guaranteed by the U.S. Government or its agencies or instrumentalities may be purchased, without regard to such
limitation.
11. Invest
more than 25% of its total assets in the securities of issuers in any single industry; provided that there shall be no such limitation
on the purchase of municipal obligations and obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities.
12. Purchase
securities of other investment companies except (a) in the open market where no commission except the ordinary broker’s commission
is paid, which purchases are limited to a maximum of (i) 3% of the total voting stock of any one investment company, (ii) 5% of the Fund's
net assets with respect to any one investment company and (iii) 10% of the Fund's net assets in the aggregate, or (b) those received as
part of a merger, sale of assets or consolidation.
Notwithstanding
Investment Restriction No. 11, industrial development bonds, where the payment of principal and interest is the ultimate responsibility
of companies within the same industry, are grouped together as an industry.
If a
percentage restriction set forth above is adhered to at the time an investment is made, a later change in percentage resulting from a
change in values or assets will not constitute a violation of such restriction.
C-2
EXHIBIT D
PART I
Part I sets forth information regarding the Fund's
advisory Board member, Board and committee meetings and share ownership.
Advisory Board Member
Gordon J. Davis –
Mr.Davis
is a partner in the law firm of VenableLLP where his practice focuses on complex real estate, land use development and related environmental
matters; state and municipal authorities and financings; and cultural and not-for-profit organizations. Prior to joining the firm in 2012,
Mr.Davis served as a partner in the law firm of Dewey LeBoeuf LLP from 1994 until 2012. Mr.Davis also served as a Commissioner
and member of the NewYork City Planning Commission, and as Commissioner of Parks and Recreation for the City of NewYork. Mr.Davis
was a co-founder of the Central Park Conservancy and the founding Chairman of Jazz at the Lincoln Center for the Performing Arts in NewYork
City. He has also served as President of Lincoln Center. Mr.Davis also served on the board of The Dreyfus Corporation (prior to
its acquisition by a predecessor of The Bank of New York Mellon Corporation in August 1994 and related management changes). He served
as a Board member of the Fund until August 2021, and as an emeritus Board member until October 31, 2021. He also served as a Director
of ConsolidatedEdison,Inc., a utility company, and ThePhoenixCompanies,Inc., a life insurance company.
Directors' Ownership of Fund Shares.
The
table below indicates the dollar range of the Directors' ownership of shares of the Fund's Common Stock and shares of other funds in the
BNY Mellon Family of Funds, in each case as of December 31, 2024.
Name of Director
Fund
Common Stock
Aggregate Holdings of
Funds in the
BNY Mellon
Family of Funds
Joseph S. DiMartino*
None
Over $100,000
Joan L. Gulley*
None
Over $100,000
Alan H. Howard
None
Over $100,000
Robin A. Melvin
None
$10,001 – $50,000
Burton N. Wallack*
None
None
Benaree Pratt Wiley*
None
None
_________________
*
The
Class I Directors and Class III Directors will only be presented at the Meeting if Proposal 1 is approved by the required stockholder
vote. If Proposal 1 is not approved by the required stockholder vote, then only the Nominees for Class II Directors will be presented
at the Meeting
.
D-1
As of December 31, 2024, none of the Directors or
their immediate family members owned securities of the Investment Adviser or any person (other than a registered investment company) directly
or indirectly controlling, controlled by or under common control with the Investment Adviser.
PERTAINING TO THE BOARD OF THE FUND
The Fund held five Board meetings, six Audit Committee meetings, one Compensation Committee meeting and one Nominating Committee meeting
during the Fund's last fiscal year. The Litigation Committee did not meet during the last fiscal year.
The Fund does not have a formal policy regarding Directors' attendance at annual meetings of stockholders. Directors did not attend
last year's annual meeting of stockholders.
The Directors of the Fund attended at least 75% of the meetings of the Board and committees of which they were a member held in the
last fiscal year.
Compensation Table.
The amount of compensation
paid by the Fund to the advisory Board member by the Fund for the Fund's fiscal year ended November 30, 2024, and the aggregate amount
of compensation paid to the advisory Board member 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 such person was an advisory
Board member during 2024, was as follows:
Advisory Board
Member
†
Compensation
from the Fund
Aggregate Compensation from the Fund and Fund Complex Paid to Advisory
Board Member (*)
Gordon J. Davis
$6,151
$425,200 (39)
____________________
†
An advisory Board member is entitled to receive an annual retainer and
compensation for attending Board meetings in an advisory role.
*
Represents the number of separate portfolios comprising the investment
companies in the fund complex, including the Fund, for which such person served as an advisory Board member in 2024.
D-2
PART II
Part II sets forth information regarding the officers
of the Fund. Each officer of the Fund holds office for an indefinite term until the officer's successor is elected and has qualified.
Name and Position
with Fund (Since)
Age
Principal Occupation and Business Experience For Past Five Years
DAVID DIPETRILLO
President (2019)
1
47
Vice President and Director of the Investment Adviser since February 2021; Head of North America Distribution, BNY Investments since February 2023; and Head of North America Product, BNY Investments from January 2018 to February 2023.He is an officer of 47 investment companies (comprised of 89 portfolios) managed by the Investment Adviser.
JAMES WINDELS
Treasurer (2012)
66
Director of the Investment Adviser since February 2023; Vice President of the Investment Adviser since September 2020; and Director – BNY Fund Administration. He is an officer of 48 investment companies (comprised of 106 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
PETER M. SULLIVAN
Chief Legal Officer, Vice President and
Assistant Secretary (2019)
2
57
Chief Legal Officer of the Investment Adviser and Associate General Counsel of BNY since July 2021; Senior Managing Counsel of BNY from December 2020 to July 2021; and Managing Counsel of BNY from March 2009 to December 2020.He is an officer of 48 investment companies (comprised of 106 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
D-3
SARAH S. KELLEHER
Vice President and Secretary (2014)
3
49
Vice President of BNY Mellon ETF Investment Adviser, LLC since February 2020; Senior Managing Counsel of BNY since September 2021; and Managing Counsel of BNY from December 2017 to September 2021.She is an officer of 48 investment companies (comprised of 106 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
DEIRDRE CUNNANE
Vice President and Assistant Secretary (2019)
34
Managing Counsel of BNY since December 2021; and Counsel of BNY from August 2018 to December 2021.She is an officer of 48 investment companies (comprised of 106 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
LISA M. KING
Vice President and Assistant Secretary (2024)
57
Counsel of BNY since June 2023; and Regulatory
Administration Group Manager of BNY Asset Servicing from February 2016 to June 2023. She is an officer of 48 investment companies (comprised
of 106 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JEFF S. PRUSNOFSKY
Vice President and Assistant Secretary (2012)
59
Senior Managing Counsel of BNY.He is an officer of 48 investment companies (comprised of 106 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
AMANDA QUINN
Vice President and Assistant Secretary (2020)
40
Managing Counsel of BNY since March 2024; and Counsel of BNY from June 2019 to February 2024.She is an officer of 48 investment companies (comprised of 106 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
D-4
DANIEL GOLDSTEIN
Vice President (2022)
55
Head of Product Development of North America Distribution, BNY Investments since January 2018; Executive Vice President of North America Product, BNY Investments since April 2023; and Senior Vice President, Development Oversight of North America Product, BNY Investments from 2010 to March 2023.He is an officer of 47 investment companies (comprised of 89 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JOSEPH MARTELLA
Vice President (2022)
48
Vice President of the Investment Adviser since December 2022; Head of Product Management of North America Distribution, BNY Investments since January 2018; Executive Vice President of North America Product, BNY Investments since April 2023; and Senior Vice President of North America Product, BNY Investments from 2010 to March 2023.He is an officer of 47 investment companies (comprised of 89 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
ROBERTO G. MAZZEO
Assistant Treasurer (2024)
44
Financial Reporting Manager – BNY Fund Administration.He is an officer of 48 investment companies (comprised of 106 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
GAVIN C. REILLY
Assistant Treasurer (2012)
56
Tax Manager – BNY Fund Administration.He is an officer of 48 investment companies (comprised of 106 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
D-5
ROBERT SALVIOLO
Assistant Treasurer (2012)
58
Senior Accounting Manager – BNY Fund Administration.He is an officer of 48 investment companies (comprised of 106 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
ROBERT SVAGNA
Assistant Treasurer (2012)
58
Senior Accounting Manager – BNY Fund Administration.He is an officer of 48 investment companies (comprised of 106 portfolios) managed by the Investment Adviser or an affiliate of the Investment Adviser.
JOSEPH W. CONNOLLY
Chief Compliance Officer (2012)
67
Chief Compliance Officer of the BNY Mellon Family of Funds and BNY Mellon Funds Trust since 2004; and Chief Compliance Officer of the Investment Adviser from 2004 until June 2021.He is Chief Compliance Officer of 46 investment companies (comprised of 92 portfolios) managed by the Investment Adviser.
____________________
1
President since 2021; previously, Vice President.
2
Chief Legal Officer since July 2021.
3
Secretary since April 2024; previously, Assistant Secretary
.
The address of each officer of the Fund is 240
Greenwich Street, New York, NewYork 10286.
D-6
PART III
Part III sets forth information for the Fund regarding
the beneficial ownership of its shares as of April10,2025 by the Directors and officers of the Fund owning shares on such
date and by any stockholders owning 5% or more of a class of the Fund's outstanding shares.
As of April10,2025, none of the Directors
or officers of the Fund owned any Common Stock or VMTP Shares.
To the Fund's knowledge, based on filings made
pursuant to Section 13 of the Exchange Act, as of April10,2025, the following information with respect to beneficial ownership
of more than 5% of the outstanding shares of Common Stock and/or outstanding shares of VMTP Shares has been reported.
Title of Class
Name and Address of
Beneficial Owner
Number of
Shares Owned
Percent
of Class
Common Stock
Saba Capital Management, L.P.
405 Lexington Avenue,
58
th
Floor
New York, New York 10174
4,153,838
8.40%
First Trust Portfolios L.P.
*
First Trust Advisors L.P.
*
The Charger Corporation
*
120 East Liberty Drive,
Suite 400
Wheaton, Illinois 60187
3,389,147
6.86%
VMTP Shares
Bank of America Corp.**
Bank of America Corporate Center
100 North Tryon Street
Charlotte, North Carolina 28255
1,972
100%
As of April10,2025, Cede Co.,
P.O. Box 20, Bowling Green Station, New York, New York 10274, held of record 97.6% of the outstanding shares of the Fund's Common Stock
and 100% of the outstanding shares of the Fund's VMTP Shares.
____________________
*
These entities share voting and dispositive power with respect to the share amounts and percentages
shown.
**
Bank of America Corporation beneficially owns and has shared voting and
dispositive power with
respect to its shares through one of its wholly-owned subsidiaries—Bank of America, N.A.
D-7
Delinquent Section 16(a) Reports
Under Section 16(a) of the Exchange Act and Section
30(h) of the 1940 Act, and the rules thereunder, the Fund's officers and Directors, persons owning more than 10% of the Fund's Common
Stock or Variable Rate MuniFund Term Preferred Shares (VMTP Shares), and certain additional persons are required to report
their transactions in the Fund's Common Stock or VMTP Shares to the SEC, the New York Stock Exchange and the Fund, as applicable.
Based solely on written representations of such
persons and on copies of reports that have been filed with the SEC, the Fund believes that, during the fiscal year ended November 30,
2024, all filing requirements applicable to such persons were complied with, except that a Form 4 was not filed on a timely basis for
Bank of America Corp. On December13,2024, Bank of America Corp. filed a Form 4 reflecting shares of the Fund's Common Stock
acquired or disposed of between November4,2019 and March24,2023.
D-8
EXHIBIT E
REPORT OF THE AUDIT COMMITTEE
BNY Mellon Strategic Municipal Bond Fund, Inc.
January 23, 2025
The Audit Committee (the Committee)
oversees the Fund's financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the
financial statements and the reporting process including the systems of internal controls. In fulfilling its oversight responsibilities,
the Committee reviewed and discussed the audited financial statements in the Annual Report with management, including a discussion of
the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of
disclosures in the financial statements.
The Committee reviewed with the Fund's 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 Fund's accounting principles and such other matters as are required to be discussed with the
Committee under the applicable standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and Securities
and Exchange Commission. In addition, the Committee discussed with the independent auditors the auditors' independence from management
and the Fund including the auditors' letter and the matters in the written disclosures required by the PCAOB, and considered the compatibility
of non-audit services with the auditors' independence.
The Committee met with the independent auditors,
with and without management present, to discuss the results of their examinations, their evaluations of the Fund's internal controls,
and the overall quality of the Fund's financial reporting.
Based on the reviews and discussions referred
to above, the Committee recommended to the Board of Directors (and the Board approved) that the audited financial statements for the Fund
be included in the Fund's Annual Report to Stockholders for the year ended November 30, 2024.
Alan H. Howard, Audit Committee Chair
Joseph S. DiMartino, Audit Committee Member
Joan L. Gulley, Audit Committee Member
Robin A. Melvin, Audit Committee Member
Burton Wallack, Audit Committee Member
Benaree Pratt Wiley, Audit Committee Member
0852-PROXY-25
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VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VIRTUAL MEETING
at the following Website:
www.meetnow.global/MQWZ4S2
on June 11, 2025 at 10:30 a.m.
Eastern Time.
To participate in the Virtual Meeting,
enter
the 14-digit control number from the
shaded
box on this card
.
Please detach at perforation before
mailing.
P
R
O
X
Y
BNY MELLON STRATEGIC MUNICIPAL
BOND FUND, INC
A
N
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M
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OF
STOCK
HO
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ON JUNE 11, 2025
COMMON STOCK
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned stockholder of BNY Mellon Strategic Municipal Bond Fund, Inc. (the “Fund”) hereby appoints Sarah Kelleher
and Deirdre Cunnane, and each of them, the attorneys and proxies of the undersigned, with full power of substitution, to vote, as indicated
herein, all shares of the Fund standing in the name of the undersigned at the close of business on April 10, 2025, at the Annual Meeting
of Stockholders of the Fund to be virtually held at the following Website: www.meetnow.global/MQWZ4S2, on Wednesday, June 11, 2025, at
10:30 a.m., Eastern time, and at any and all adjournments thereof (the “Meeting”), with all of the powers the undersigned
would possess if then and there personally present and especially (but without limiting the general authorization and power hereby given)
to vote as indicated on the proposal, as more fully described in the Proxy Statement for the Meeting. To participate in the Virtual Meeting
enter the 14-digit control number from the shaded box on this card. The undersigned hereby acknowledges receipt of the Notice of the Annual
Meeting of Stockholders of the Fund and of the accompanying Proxy Statement, the terms of each of which are incorporated by reference,
and revokes any proxy heretofore given with respect to such meeting
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE, THIS PROXY
WILL BE VOTED AGAINST PROPOSAL 1 AND FOR THE NOMINEES PRINTED ON THE REVERSE SIDE OF THIS CARD AND IN THE DISCRETION OF THE PROXY HOLDERS
ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING.
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EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability
of Proxy Materials for the
Annual Stockholder Meeting to Be Held
on June 11, 2025.
The Proxy Statement and Proxy Card
for this meeting are available at:
https://www.bny.com/closed-end-funds
IF YOU VOTE BY TELEPHONE OR INTERNET,
PLEASE DO NOT MAIL YOUR CARD
Please detach at perforation before
mailing.
T
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Converting the Fund from
a closed-end management investment company to an open-end management investment company. The Board of Directors recommends a vote
“AGAINST”
Proposal 1
FOR
AGAINST
ABSTAIN
2a
Election
of Director
(if Proposal 1 is NOT approved):
FOR
WITHHOLD
Class II
01.Alan H. Howard
2b. Election
of Directors
(if Proposal 1 is approved
01.Joseph S. DiMartino
03.Alan H. Howard
05.Burton N. Wallack
FOR ALL
WITHHOLD ALL
FOR ALL EXCEPT
02
.
Joan L. Gulley
04.Robin A. Melvin
06.Benaree Pratt Wiley
INSTRUCTIONS:
To
withhold authority to vote for any individual nominee(s), mark the box “FOR ALL
EXCEPT” and write the nominee’s
number on the line provided.
To transact such other business as may properly come before the meeting, or any
adjournments or postponements thereof.
B
Authorized Signatures ─ This section must be completed for your vote to be counted.- Sign and Date Below
Note
: Please sign exactly
as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney,
executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give
the full title under the signature.
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DSM1 34502
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VOTE BY MAIL
Vote, sign and date this Proxy
Card and return in the
postage-paid envelope
VIRTUAL MEETING
at the following Website:
www.meetnow.global/MQWZ4S2
on
June 11, 2025 at 10:3
0
a.m.
Eastern Time.
To participate in the Virtual Meeting,
enter
the 14-digit control number from the
shaded
box on this card
.
Please detach at perforation before
mailing.
P
R
O
X
Y
BNY MELLON STRATEGIC MUNICIPAL
BOND FUND, INC
A
N
N
U
AL
M
EE
T
I
NG
OF
STOCK
HO
L
D
E
R
S
T
O
BE
H
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L
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ON JUNE 11, 2025
VARIABLE RATE MUNIFUND TERM PREFERRED
SHARES
THIS PROXY IS SOLICITED ON BEHALF OF
THE BOARD OF DIRECTORS. The undersigned stockholder of BNY Mellon Strategic Municipal Bond Fund, Inc. (the “Fund”) hereby
appoints Sarah Kelleher and Deirdre Cunnane, and each of them, the attorneys and proxies of the undersigned, with full power of substitution,
to vote, as indicated herein, all shares of the Fund standing in the name of the undersigned at the close of business on April 10, 2025,
at the Annual Meeting of Stockholders of the Fund to be virtually held at the following Website: www.meetnow.global/MQWZ4S2, on Wednesday,
June 11, 2025, at 10:30 a.m., Eastern time, and at any and all adjournments thereof (the “Meeting”), with all of the powers
the undersigned would possess if then and there personally present and especially (but without limiting the general authorization and
power hereby given) to vote as indicated on the proposal, as more fully described in the Proxy Statement for the Meeting. To participate
in the Virtual Meeting enter the 14-digit control number from the shaded box on this card. The undersigned hereby acknowledges receipt
of the Notice of the Annual Meeting of Stockholders of the Fund and of the accompanying Proxy Statement, the terms of each of which are
incorporated by reference, and revokes any proxy heretofore given with respect to such meeting.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL
BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF THIS PROXY IS PROPERLY EXECUTED BUT NO DIRECTION IS MADE, THIS
PROXY WILL BE VOTED AGAINST PROPOSAL 1 AND FOR THE NOMINEES PRINTED ON THE REVERSE SIDE OF THIS CARD AND IN THE DISCRETION OF THE PROXY
HOLDERS ON ANY OTHER MATTER PROPERLY BROUGHT BEFORE THE MEETING.
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EVERY STOCKHOLDER’S VOTE IS IMPORTANT
Important Notice Regarding the Availability
of Proxy Materials for the
Annual Stockholder Meeting to Be Held
on June 11, 2025.
The Proxy Statement and Proxy Card
for this meeting are available at:
https://www.bny.com/closed-end-funds
IF YOU VOTE BY TELEPHONE OR INTERNET,
PLEASE DO NOT MAIL YOUR CARD
Please detach at perforation before
mailing.
T
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,
M
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B
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P
ropo
s
a
ls
1.
Converting the Fund from
a closed-end management investment company to an open-end management investment company. The Board of Directors recommends a vote
“AGAINST”
Proposal 1
FOR
AGAINST
ABSTAIN
2a
Election
of Directors
(if Proposal 1 is NOT approved):
FOR ALL
WITHHOLD ALL
FOR ALL EXCEPT
Class II
01.Alan H. Howard
02.Robin A. Melvin
INSTRUCTIONS:
To withhold authority to vote for any individual nominee(s), mark the box “FOR ALL
EXCEPT” and write the
nominee’s number on the line provided
To transact such other business as may properly come before the meeting, or any
adjournments or postponements thereof.
B
Authorized Signatures ─ This section must be completed for your vote to be counted.- Sign and Date Below
Note
: Please sign exactly
as your name(s) appear(s) on this Proxy Card, and date it. When shares are held jointly, each holder should sign. When signing as attorney,
executor, administrator, trustee, guardian, officer of corporation or other entity or in another representative capacity, please give
the full title under the signature.
Da
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DSM2
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TABLE OF CONTENTS
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 of BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC. - as per the
latest proxy Beta
Customers and Suppliers of BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC.
Beta
No Customers Found
No Suppliers Found
Bonds of BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC.
Price Graph
Price
Yield
Insider Ownership of BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC.
company Beta
Owner
Position
Direct Shares
Indirect Shares
AI Insights
Summary Financials of BNY MELLON STRATEGIC MUNICIPAL BOND FUND, INC.
Beta
(We are using algorithms to extract and display detailed data. This is a hard problem and we are working continuously to classify data in an accurate and useful manner.)
