UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file
number |
811-05877 |
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BNY Mellon Strategic Municipal Bond
Fund, Inc. |
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(Exact name of Registrant as
specified in charter) |
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c/o BNY Mellon Investment Adviser, Inc.
240 Greenwich Street
New York, New York 10286
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(Address of principal executive
offices) (Zip
code) |
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Deirdre Cunnane, Esq.
240 Greenwich Street
New York, New York 10286
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(Name and address of agent for
service) |
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Registrant's telephone number,
including area code: |
(212) 922-6400 |
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Date
of fiscal year end:
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11/30 |
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Date of reporting period: |
11/30/21
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FORM N-CSR
Item 1. Reports to Stockholders.
BNY Mellon Strategic Municipal Bond Fund, Inc.
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ANNUAL REPORT
November 30, 2021
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BNY Mellon Strategic Municipal Bond Fund, Inc.
Protecting Your Privacy
Our Pledge to You
THE FUND IS COMMITTED TO YOUR PRIVACY.On
this page, you will find the fund’s policies and practices for
collecting, disclosing, and safeguarding “nonpublic personal
information,” which may include financial or other customer
information. These policies apply to individuals who purchase fund
shares for personal, family, or household purposes, or have done so
in the past. This notification replaces all previous statements of
the fund’s consumer privacy policy, and may be amended at any time.
We’ll keep you informed of changes as required by law.
YOUR ACCOUNT IS PROVIDED IN A SECURE ENVIRONMENT.
The fund maintains physical, electronic and procedural safeguards
that comply with federal regulations to guard nonpublic personal
information. The fund’s agents and service providers have limited
access to customer information based on their role in servicing
your account.
THE FUND COLLECTS INFORMATION IN ORDER TO SERVICE AND ADMINISTER
YOUR ACCOUNT.
The fund collects a variety of nonpublic personal information,
which may include:
• Information
we receive from you, such as your name, address, and social
security number.
• Information
about your transactions with us, such as the purchase or sale of
fund shares.
• Information
we receive from agents and service providers, such as proxy voting
information.
THE FUND DOES NOT SHARE NONPUBLIC PERSONAL INFORMATION WITH ANYONE,
EXCEPT AS PERMITTED BY LAW.
Thank you for this opportunity to serve you.
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The views expressed in this report reflect those of the portfolio
manager(s) only through the end of the period covered and do not
necessarily represent the views of BNY Mellon Investment Adviser,
Inc. or any other person in the BNY Mellon Investment Adviser, Inc.
organization. Any such views are subject to change at any time
based upon market or other conditions and BNY Mellon Investment
Adviser, Inc. disclaims any responsibility to update such views.
These views may not be relied on as investment advice and, because
investment decisions for a fund in the BNY Mellon Family of Funds
are based on numerous factors, may not be relied on as an
indication of trading intent on behalf of any fund in the BNY
Mellon Family of Funds.
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Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value
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Contents
THE FUND
FOR MORE INFORMATION
Back Cover
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Save time. Save paper. View your next shareholder report online as
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|
DISCUSSION OF FUND PERFORMANCE
(Unaudited)
For the period of December 1, 2020 through November 30, 2021, as
provided by portfolio managers Daniel Rabasco and Jeffrey Burger of
Insight North America LLC Sub-Investment Adviser
Market and Fund Performance Overview
For the 12-month period ended November 30, 2021, BNY Mellon
Strategic Municipal Bond Fund, Inc. achieved a total return of
6.32% on a net-asset-value basis and a total return of 12.46% on a
market price basis.1
Over the same period, the fund paid dividends of $0.36 per share,
which reflects a distribution rate of 4.37%.2
During the reporting period, municipal bonds continued to recover
from the market turmoil resulting from COVID-19. Investors’
preference for quality assets and protection from potentially
higher tax rates also supported the market. The fund’s performance
was driven primarily by its security selection, asset allocation
and curve positioning decisions.
The Fund’s Investment Approach
The fund seeks to maximize current income exempt from federal
income tax to the extent believed by BNY Mellon Investment Adviser,
Inc. to be consistent with the preservation of capital. In pursuing
this goal, the fund invests at least 80% of its assets in municipal
bonds. Under normal market conditions, the weighted average
maturity of the fund’s portfolio is expected to exceed 10 years.
Under normal market conditions, the fund invests at least 80% of
its net assets in municipal bonds considered investment grade or
the unrated equivalent as determined by BNY Mellon Investment
Adviser, Inc.
The fund also has issued auction-rate preferred stock (ARPS), a
percentage of which remains outstanding from its initial public
offering, and has invested the proceeds in a manner consistent with
its investment objective. This, along with the fund’s participation
in secondary, inverse-floater structures, has the effect of
“leveraging” the portfolio, which can magnify gain and loss
potential depending on market conditions. The cost of leverage was
relatively low and advantageous to shareholders. Additionally, the
enhanced yield generated from the leverage was beneficial to
performance. Contributions to the additional duration associated
with the leverage were mixed throughout the performance year.
Over time, many of the fund’s older, higher-yielding bonds have
matured or were redeemed by their issuers. We have attempted to
replace those bonds with investments consistent with the fund’s
investment policies. We have also sought to upgrade the fund with
newly issued bonds that, in our opinion, have better structural or
income characteristics than existing holdings. When such
opportunities arise, we evaluate selling bonds that are close to
their optional redemption date or maturity.
Strong Demand Continues Amid Political Uncertainty
During the reporting period, the market continued to benefit from
policies put in place in response to the COVID-19 pandemic,
including support from the Federal Reserve (the “Fed”). This and a
number of other factors produced strong inflows to the market
during the period. For example, a Democrat-controlled Congress made
federal support for state and local governments more likely, and
this resulted in a COVID-19 relief package, which included $350
billion in support for state and local governments.
The fiscal health of issuers has continued to be stronger than
expected because real-estate and income-tax collections failed to
decline as much as predicted. Progressive tax regimes proved
beneficial because higher-earning, white-collar workers were less
impacted financially by the pandemic. In addition, ongoing federal
support to households, school systems, the transportation system
and other segments bolstered the economy and prevented sales taxes
from declining as much as originally feared.
The election also increased the likelihood of income-tax hikes for
higher-income households, adding to the appeal of tax-exempt
municipal securities. The prospect of an increase in the corporate
tax rate
2
made municipal bonds more appealing to institutional buyers, and
low interest rates overseas attracted foreign investors to the
market.
The latter part of the period was characterized by limited trading
volumes and some volatility, given rising Treasury rates. The size
and scope of the infrastructure bill being debated in Congress, as
well as the stalemate over the debt limit, also contributed to some
uncertainties.
Late in the reporting period, the market received support from
investors interested in holding quality assets and in protecting
their income from potentially higher tax rates. Credit
fundamentals, which also remained strong, also helped drive
investor demand.
Security Selection, Asset Allocation and Curve Positioning Drove
Results
The fund’s performance was driven primarily by security selection,
asset allocation and curve positioning decisions. Security
selections were especially positive in the education, housing,
health care and special tax sectors. Selections in the continuing
care segment of health care were especially beneficial. General
obligation bonds, especially those issued by the state of Illinois
and the City of Chicago, also contributed positively. Curve
positioning contributed positively, with longer maturities
outperforming intermediate maturities. In our opinion, the
distribution policy did not have a material impact on the fund’s
investment strategy or distribution of capital.
On the other hand, the fund’s performance was hindered by its
security selections in the airport and prepaid gas bond segments.
The fund’s overweight positions in transportation, public power and
education also detracted from performance, as did its duration
positioning. The fund did not use derivatives during the reporting
period.
Fundamentals Remain Strong
We are relatively optimistic about the municipal bond market in the
short-to-medium term. The strong economy, vaccine distribution and
fiscal support from the federal government all have contributed to
fundamentals that are better than expected. An increase in
infrastructure spending could be beneficial since it would relieve
states and municipalities of the need to issue more debt.
On the other hand, Treasury bond yields are expected to rise in
2022, and with a more hawkish stance on inflation, the Fed is
expected to raise interest rates in the coming year. Inflation
could become a risk, but historically, municipal bonds have
outperformed Treasuries when long-term rates rise.
We will continue to emphasize security selection, with a focus on
strong fundamentals and attractive valuations, and to look for
opportunities to add incremental yield.
December 15, 2021
1 Total
return includes reinvestment of dividends and any capital gains
paid, based upon net asset value per share or market price per
share, as applicable. Past performance is no guarantee of future
results. Income may be subject to state and local taxes, and some
income may be subject to the federal alternative minimum tax (AMT)
for certain investors. Capital gains, if any, are fully taxable.
Return figures provided reflect the absorption of certain fund
expenses by The BNY Mellon Investment Adviser, Inc. pursuant to an
undertaking in effect through May 31, 2022, at which time it may be
extended, terminated or modified. Had these expenses not been
absorbed, the fund’s returns would have been lower.
2 Distribution
rate per share is based upon dividends per share paid from net
investment income during the period, and divided by the market
price per share at the end of the period, adjusted for any capital
gain distributions.
Bonds are subject generally to interest-rate, credit, liquidity and
market risks, to varying degrees, all of which are more fully
described in the fund’s prospectus. Generally, all other factors
being equal, bond prices are inversely related to interest-rate
changes, and rate increases can cause price declines.
High yield bonds are subject to increased credit risk and are
considered speculative in terms of the issuer’s perceived ability
to continue making interest payments on a timely basis and to repay
principal upon maturity.
The use of leverage may magnify the fund’s gains or losses. For
derivatives with a leveraging component, adverse changes in the
value or level of the underlying asset can result in a loss that is
much greater than the original investment in the derivative.
Recent market risks include pandemic risks related to
COVID-19. The effects of COVID-19 have contributed to
increased volatility in global markets and will likely affect
certain countries, companies, industries and market sectors more
dramatically than others. To the extent the fund may overweight its
investments in certain countries, companies, industries or market
sectors, such positions will increase the fund’s exposure to risk
of loss from adverse developments affecting those countries,
companies, industries or sectors.
3
FUND PERFORMANCE
(Unaudited)
Comparison of change in value of a $10,000 investment in BNY Mellon
Strategic Municipal Bond Fund, Inc. with a hypothetical investment
of $10,000 in the Bloomberg U.S. Municipal Bond Index (the
“Index”).
† Source:
Lipper Inc.
Past performance is not predictive of future performance.
The above graph compares a hypothetical $10,000 investment made in
BNY Mellon Strategic Municipal Bond Fund, Inc. on 11/30/11 to a
hypothetical investment of $10,000 made in the Index on that date.
All figures for the fund are based on market price. All dividends
and capital gain distributions are reinvested.
The fund invests primarily in municipal securities and its
performance shown in the line graph takes into account fees and
expenses. The Index covers the U.S. dollar-denominated long-term
tax-exempt bond market. Unlike a fund, the Index is not subject to
fees and other expenses. Investors cannot invest directly in any
index. Further information relating to fund performance, including
expense reimbursements, if applicable, is contained in the
Financial Highlights within this report and elsewhere in this
report.
4
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Average Annual Total Returns as of 11/30/2021
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1 Year
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5 Years
|
10 Years
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BNY Mellon Strategic Municipal Bond Fund, Inc.
Market Price
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12.46%
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5.82%
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5.86%
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BNY Mellon Strategic Municipal Bond Fund, Inc.
Net Asset Value
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6.32%
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5.86%
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6.41%
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Bloomberg U.S. Municipal Bond Index
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1.97%
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4.38%
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3.90%
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The performance data quoted represents past performance, which is
no guarantee of future results. Share price and investment return
fluctuate and an investor’s shares may be worth more or less than
original cost upon sale of the shares. Current performance may be
lower or higher than the performance quoted. Go to
www.im.bnymellon.comfor
the fund’s most recent month-end returns.
The fund’s performance shown in the graph and table does not
reflect the deduction of taxes that a shareholder would pay on fund
distributions or the sale of fund shares.
5
FUND PERFORMANCE
(Unaudited) (continued)
DISTRIBUTION INFORMATION
The following information regarding the fund’s distributions is
current as of November 30, 2021, the fund’s fiscal year end. The
fund’s returns during the period were sufficient to meet fund
distributions.
The fund’s distribution policy is intended to provide shareholders
with stable, but not guaranteed, cash flow, independent of the
amount or timing of income earned or capital gains realized by the
fund. The fund intends to distribute all or substantially all of
its net investment income through its regular monthly distribution
and to distribute realized capital gains at least annually. In
addition, in any monthly period, in order to try to maintain a
level distribution amount, the fund may pay out more or less than
its net investment income during the period. As a result,
distributions sources may include net investment income, realized
gains and return of capital. You should not draw any conclusions
about the fund’s investment performance from the amount of the
distribution or from the terms of the level distribution program. A
return of capital is a non-taxable distribution of a portion of a
fund’s capital. A return of capital distribution does not
necessarily reflect a fund’s investment performance and should not
be confused with “yield” or “income.”
The amounts and sources of distributions reported below are for
financial reporting purposes and are not being provided for tax
reporting purposes. The actual amounts and character of the
distributions for tax reporting purposes will be reported to
shareholders on Form 1099-DIV, which will be sent to
shareholders shortly after calendar year-end. Because
distribution source estimates are updated throughout the current
fiscal year based on the fund’s performance, those estimates may
differ from both the tax information reported to you in your fund’s
1099 statement, as well as the ultimate economic sources of
distributions over the life of your investment. The figures in the
table below provide the sources of distributions and may include
amounts attributed to realized gains and/or returns of
capital.
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Distributions
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Current Month
Percentage of Distributions
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Fiscal Year Ended
Per Share Amounts
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Net Investment Income
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Realized Gains
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Return of Capital
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Total Distributions
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Net Investment Income
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Realized Gains
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Return of Capital
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BNY Mellon Strategic Municipal Bond Fund, Inc.
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100.00%
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0.00%
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0.00%
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$0.36
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$0.36
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$0.00
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$0.00
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6
SELECTED INFORMATION
November 30, 2021 (Unaudited)
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Market Price per share November 30, 2021
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$ 8.24
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Shares Outstanding November 30, 2021
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49,421,511
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New York Stock Exchange Ticker Symbol
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DSM
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MARKET PRICE (NEW YORK STOCK EXCHANGE)
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Fiscal Year Ended November 30, 2021
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Quarter
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Quarter
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Quarter
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Quarter
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Ended
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Ended
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Ended
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Ended
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February 28, 2021
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May 31, 2021
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August 31, 2021
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November 30, 2021
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High
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$8.06
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$8.20
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$8.58
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$8.44
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Low
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7.61
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7.73
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8.12
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7.84
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Close
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7.79
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8.16
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8.44
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8.24
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PERCENTAGE GAIN (LOSS)
based on change in Market Price†
|
November 22, 1989 (commencement of operations)
through November 30, 2021
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556.74%
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December 1, 2011 through November 30, 2021
|
76.66
|
December 1, 2016 through November 30, 2021
|
32.67
|
December 1, 2020 through November 30, 2021
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12.46
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March 1, 2021 through November 30, 2021
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9.33
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June 1, 2021 through November 30, 2021
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3.21
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September 1, 2021 through November 30, 2021
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(1.28)
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NET ASSET VALUE PER SHARE
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November 22, 1989 (commencement of operations)
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$9.32
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November 30, 2020
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8.24
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February 28, 2021
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8.22
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May 31, 2021
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8.44
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August 31, 2021
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8.48
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November 30, 2021
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8.38
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PERCENTAGE GAIN (LOSS)
based on change in Net Asset Value†
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November 22, 1989 (commencement of operations)
through November 30, 2021
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616.64%
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December 1, 2011 through November 30, 2021
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86.09
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December 1, 2016 through November 30, 2021
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32.96
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December 1, 2020 through November 30, 2021
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6.32
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March 1, 2021 through November 30, 2021
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5.37
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June 1, 2021 through November 30, 2021
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1.48
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September 1, 2021 through November 30, 2021
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(0.07)
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†With
dividends reinvested.
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7
STATEMENT OF INVESTMENTS
November 30, 2021
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Description
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Coupon
Rate (%)
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Maturity
Date
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Principal
Amount ($)
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Value ($)
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Bonds and Notes - .3%
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Collateralized Municipal-Backed Securities - .3%
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Arizona Industrial Development Authority, Revenue Bonds, Ser.
2019-2
(cost $1,375,757)
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3.63
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5/20/2033
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1,253,434
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1,405,129
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Long-Term Municipal Investments - 143.3%
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Alabama - 5.7%
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Alabama Special Care Facilities Financing Authority, Revenue Bonds
(Methodist Home for the Aging Obligated Group)
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5.50
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6/1/2030
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1,800,000
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1,920,042
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Alabama Special Care Facilities Financing Authority, Revenue Bonds
(Methodist Home for the Aging Obligated Group)
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5.75
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6/1/2045
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1,250,000
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1,309,351
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Alabama Special Care Facilities Financing Authority, Revenue Bonds
(Methodist Home for the Aging Obligated Group)
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6.00
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6/1/2050
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1,500,000
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1,581,327
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Jefferson County, Revenue Bonds, Refunding, Ser. F
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7.75
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10/1/2046
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6,000,000
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a
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6,202,199
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Southeast Energy Authority, Revenue Bonds (Project No. 2) Ser.
B
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4.00
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12/1/2031
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1,500,000
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b
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1,806,330
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The Lower Alabama Gas District, Revenue Bonds, Ser. A
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5.00
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9/1/2046
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5,000,000
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7,383,290
|
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University of Alabama at Birmingham, Revenue Bonds, Ser. B
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4.00
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10/1/2036
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2,745,000
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3,254,140
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23,456,679
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Arizona - 7.2%
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Arizona Industrial Development Authority, Revenue Bonds (Equitable
School Revolving Fund Obligated Group) Ser. A
|
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4.00
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11/1/2050
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1,500,000
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1,716,140
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Arizona Industrial Development Authority, Revenue Bonds (Legacy
Cares Project) Ser. A
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|
7.75
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7/1/2050
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4,305,000
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c
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5,167,660
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Arizona Industrial Development Authority, Revenue Bonds (Phoenix
Children's Hospital Obligated Group)
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4.00
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2/1/2050
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1,500,000
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1,732,235
|
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8
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Description
|
Coupon
Rate (%)
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Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
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Arizona - 7.2% (continued)
|
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Arizona Industrial Development Authority, Revenue Bonds, Refunding
(BASIS Schools Projects) Ser. A
|
|
5.25
|
|
7/1/2047
|
|
1,500,000
|
c
|
1,710,223
|
|
Glendale Industrial Development Authority, Revenue Bonds, Refunding
(Sun Health Services Obligated Group) Ser. A
|
|
5.00
|
|
11/15/2054
|
|
1,500,000
|
|
1,722,394
|
|
Maricopa County Industrial Development Authority, Revenue Bonds,
Refunding (Legacy Traditional Schools Project)
|
|
5.00
|
|
7/1/2049
|
|
1,775,000
|
c
|
2,054,449
|
|
Salt Verde Financial Corp., Revenue Bonds
|
|
5.00
|
|
12/1/2037
|
|
1,345,000
|
|
1,887,731
|
|
Tender Option Bond Trust Receipts (Series 2018-XF2537), (Salt Verde
Financial Corporation, Revenue Bonds) Recourse, Underlying Coupon
Rate (%) 5.00
|
|
17.54
|
|
12/1/2037
|
|
4,550,000
|
c,d,e
|
6,294,702
|
|
The Phoenix Industrial Development Authority, Revenue Bonds (Legacy
Traditional Schools Project) Ser. A
|
|
6.75
|
|
7/1/2044
|
|
1,000,000
|
c
|
1,135,799
|
|
The Phoenix Industrial Development Authority, Revenue Bonds,
Refunding (BASIS Schools Projects) Ser. A
|
|
5.00
|
|
7/1/2046
|
|
3,000,000
|
c
|
3,307,255
|
|
The Pima County Industrial Development Authority, Revenue Bonds
(American Leadership Academy Project)
|
|
5.00
|
|
6/15/2047
|
|
3,000,000
|
c
|
3,075,511
|
|
|
29,804,099
|
|
California - 9.1%
|
|
|
|
|
|
Golden State Tobacco Securitization Corp., Revenue Bonds,
Refunding, Ser. A1
|
|
5.00
|
|
6/1/2047
|
|
1,000,000
|
|
1,021,692
|
|
Jefferson Union High School District, COP (Teacher & Staff
Housing Project) (Insured; Build America Mutual)
|
|
4.00
|
|
8/1/2055
|
|
1,500,000
|
|
1,728,122
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0379), (Los
Angeles Department of Water & Power, Revenue Bonds, Refunding)
Non-recourse, Underlying Coupon Rate (%) 5.00
|
|
18.10
|
|
7/1/2043
|
|
5,000,000
|
c,d,e
|
5,131,641
|
|
9
STATEMENT OF INVESTMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
California - 9.1% (continued)
|
|
|
|
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0387), (Los
Angeles Department of Airports, Revenue Bonds (Los Angeles
International Airport)) Non-recourse, Underlying Coupon Rate (%)
5.00
|
|
18.04
|
|
5/15/2038
|
|
6,000,000
|
c,d,e
|
6,355,961
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0390), (The
Regents of the University of California, Revenue Bonds, Refunding)
Non-recourse, Underlying Coupon Rate (%) 5.00
|
|
18.10
|
|
5/15/2036
|
|
6,260,000
|
c,d,e
|
6,662,115
|
|
Tender Option Bond Trust Receipts (Series 2020-XF1220), (North
Texas Tollway Authority, Revenue Bonds, Refunding, Ser. B)
Non-recourse, Underlying Coupon Rate (%) 3.00
|
|
10.15
|
|
1/1/2051
|
|
10,000,000
|
c,d,e
|
10,467,694
|
|
Tender Option Bond Trust Receipts (Series 2020-XF2876), (San
Francisco California City & County Airport Commission, Revenue
Bonds, Refunding, Ser. E) Recourse, Underlying Coupon Rate (%)
5.00
|
|
17.75
|
|
5/1/2050
|
|
5,190,000
|
c,d,e
|
6,332,478
|
|
|
37,699,703
|
|
Colorado - 6.3%
|
|
|
|
|
|
Belleview Station Metropolitan District No. 2, GO, Refunding
|
|
5.13
|
|
12/1/2046
|
|
2,375,000
|
|
2,446,250
|
|
Colorado Educational & Cultural Facilities Authority, Revenue
Bonds, Refunding (Johnson & Wales University) Ser. B
|
|
5.00
|
|
4/1/2023
|
|
2,235,000
|
f
|
2,371,007
|
|
Colorado Health Facilities Authority, Revenue Bonds, Refunding
(Covenant Living Communities & Services Obligated Group) Ser.
A
|
|
4.00
|
|
12/1/2050
|
|
4,000,000
|
|
4,563,884
|
|
Denver City & County Airport System, Revenue Bonds, Refunding,
Ser. A
|
|
5.00
|
|
12/1/2048
|
|
2,300,000
|
|
2,779,675
|
|
Dominion Water & Sanitation District, Revenue Bonds
|
|
6.00
|
|
12/1/2046
|
|
3,100,000
|
|
3,172,244
|
|
Sterling Ranch Community Authority Board, Revenue Bonds (Insured;
Municipal Government Guaranteed) Ser. A
|
|
5.00
|
|
12/1/2047
|
|
1,250,000
|
|
1,310,456
|
|
10
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
Colorado - 6.3% (continued)
|
|
|
|
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0385), (Board of
Governors of the Colorado State University, Revenue Bonds)
Non-recourse, Underlying Coupon Rate (%) 5.00
|
|
18.07
|
|
3/1/2038
|
|
4,960,000
|
c,d,e
|
5,017,447
|
|
Tender Option Bond Trust Receipts (Series 2020-XM0829), (Colorado
Health Facilities Authority, Revenue Bonds, Refunding (CommonSpirit
Health Obligated Group, Ser. A1)) Recourse, Underlying Coupon Rate
(%) 4.00
|
|
17.12
|
|
8/1/2044
|
|
3,260,000
|
c,d,e
|
4,456,180
|
|
|
26,117,143
|
|
Connecticut - 1.5%
|
|
|
|
|
|
Connecticut, Revenue Bonds, Ser. A
|
|
5.00
|
|
5/1/2034
|
|
1,500,000
|
|
1,985,900
|
|
Connecticut, Special Tax Bonds, Ser. A
|
|
5.00
|
|
5/1/2038
|
|
1,000,000
|
|
1,283,244
|
|
Connecticut Health & Educational Facilities Authority, Revenue
Bonds, Refunding, Ser. S
|
|
4.00
|
|
6/1/2051
|
|
2,000,000
|
|
2,376,175
|
|
Connecticut Housing Finance Authority, Revenue Bonds, Refunding,
Ser. A1
|
|
3.65
|
|
11/15/2032
|
|
530,000
|
|
545,082
|
|
|
6,190,401
|
|
District of Columbia - 4.0%
|
|
|
|
|
|
Metropolitan Washington Airports Authority, Revenue Bonds,
Refunding, Ser. B
|
|
4.00
|
|
10/1/2049
|
|
1,000,000
|
|
1,132,895
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0437), (District
of Columbia, Revenue Bonds) Recourse, Underlying Coupon Rate (%)
5.00
|
|
18.06
|
|
12/1/2035
|
|
14,834,680
|
c,d,e
|
15,490,248
|
|
|
16,623,143
|
|
Florida - 8.4%
|
|
|
|
|
|
Alachua County Health Facilities Authority, Revenue Bonds (Shands
Teaching Hospital & Clinics Obligated Group)
|
|
4.00
|
|
12/1/2049
|
|
1,600,000
|
|
1,829,459
|
|
Atlantic Beach, Revenue Bonds (Fleet Landing Project) Ser. A
|
|
5.00
|
|
11/15/2048
|
|
2,500,000
|
|
2,831,351
|
|
Florida Higher Educational Facilities Financial Authority, Revenue
Bonds (Ringling College Project)
|
|
5.00
|
|
3/1/2049
|
|
2,000,000
|
|
2,376,603
|
|
Greater Orlando Aviation Authority, Revenue Bonds, Ser. A
|
|
4.00
|
|
10/1/2044
|
|
1,500,000
|
|
1,728,714
|
|
11
STATEMENT OF INVESTMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
Florida - 8.4% (continued)
|
|
|
|
|
|
Lee County Industrial Development Authority, Revenue Bonds (Shell
Point/Waterside Health Project)
|
|
5.00
|
|
11/15/2049
|
|
1,540,000
|
|
1,791,476
|
|
Palm Beach County Health Facilities Authority, Revenue Bonds (ACTS
Retirement-Life Communities Obligated Group)
|
|
5.00
|
|
11/15/2045
|
|
5,775,000
|
|
6,635,986
|
|
Palm Beach County Health Facilities Authority, Revenue Bonds
(Lifespace Communities Obligated Group) Ser. B
|
|
4.00
|
|
5/15/2053
|
|
2,000,000
|
|
2,150,885
|
|
Seminole County Industrial Development Authority, Revenue Bonds,
Refunding (Legacy Pointe at UCF Project)
|
|
5.75
|
|
11/15/2054
|
|
1,000,000
|
|
1,118,937
|
|
Tender Option Bond Trust Receipts (Series 2019-XF0813), (Fort Myers
Florida Utility, Revenue Bonds) Non-recourse, Underlying Coupon
Rate (%) 4.00
|
|
14.31
|
|
10/1/2049
|
|
2,980,000
|
c,d,e
|
3,410,972
|
|
Tender Option Bond Trust Receipts (Series 2019-XM0782), (Palm Beach
County Florida Health Facilities Authority, Revenue Bonds,
Refunding (Baptist Health South Florida Obligated Group)) Recourse,
Underlying Coupon Rate (%) 4.00
|
|
14.27
|
|
8/15/2049
|
|
5,535,000
|
c,d,e
|
6,337,346
|
|
Tender Option Bond Trust Receipts (Series 2020-XF2877), (Greater
Orlando Aviation Authority, Revenue Bonds, Ser. A) Recourse,
Underlying Coupon Rate (%) 4.00
|
|
14.20
|
|
10/1/2049
|
|
4,065,000
|
c,d,e
|
4,636,509
|
|
|
34,848,238
|
|
Georgia - 5.3%
|
|
|
|
|
|
Atlanta Water & Wastewater, Revenue Bonds, Ser. D
|
|
3.50
|
|
11/1/2028
|
|
600,000
|
c
|
656,769
|
|
Georgia Municipal Electric Authority, Revenue Bonds, Refunding
(Plant Vogtle Units 3&4 Project) Ser. A
|
|
4.00
|
|
1/1/2051
|
|
500,000
|
|
570,142
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0435), (Private
Colleges & Universities Authority, Revenue Bonds, Refunding
(Emory University)) Recourse, Underlying Coupon Rate (%) 5.00
|
|
18.07
|
|
10/1/2043
|
|
6,000,000
|
c,d,e
|
6,417,519
|
|
12
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
Georgia - 5.3% (continued)
|
|
|
|
|
|
Tender Option Bond Trust Receipts (Series 2019-XF2847), (Municipal
Electric Authority of Georgia, Revenue Bonds (Plant Vogtle Unis
3&4 Project, Ser. A)) Recourse, Underlying Coupon Rate (%)
5.00
|
|
17.88
|
|
1/1/2056
|
|
2,720,000
|
c,d,e
|
3,278,806
|
|
Tender Option Bond Trust Receipts (Series 2020-XM0825), (Brookhaven
Development Authority, Revenue Bonds (Children's Healthcare of
Atlanta, Ser. A)) Recourse, Underlying Coupon Rate (%) 4.00
|
|
15.56
|
|
7/1/2044
|
|
4,220,000
|
c,d,e
|
5,256,425
|
|
The Atlanta Development Authority, Revenue Bonds, Ser. A1
|
|
5.25
|
|
7/1/2040
|
|
1,000,000
|
|
1,148,464
|
|
The Burke County Development Authority, Revenue Bonds, Refunding
(Oglethorpe Power Corp.) Ser. D
|
|
4.13
|
|
11/1/2045
|
|
4,200,000
|
|
4,770,147
|
|
|
22,098,272
|
|
Hawaii - .7%
|
|
|
|
|
|
Hawaii Department of Budget & Finance, Revenue Bonds, Refunding
(Hawaiian Electric Co.)
|
|
4.00
|
|
3/1/2037
|
|
2,500,000
|
|
2,773,811
|
|
Illinois - 13.6%
|
|
|
|
|
|
Chicago Board of Education, GO, Refunding, Ser. A
|
|
5.00
|
|
12/1/2033
|
|
1,250,000
|
|
1,523,588
|
|
Chicago Board of Education, GO, Refunding, Ser. B
|
|
5.00
|
|
12/1/2032
|
|
400,000
|
|
498,060
|
|
Chicago Board of Education, GO, Refunding, Ser. B
|
|
5.00
|
|
12/1/2031
|
|
500,000
|
|
623,991
|
|
Chicago II, GO, Refunding, Ser. A
|
|
6.00
|
|
1/1/2038
|
|
3,000,000
|
|
3,720,991
|
|
Chicago II, GO, Refunding, Ser. C
|
|
5.00
|
|
1/1/2024
|
|
1,265,000
|
|
1,378,908
|
|
Chicago II, GO, Ser. A
|
|
5.00
|
|
1/1/2044
|
|
3,000,000
|
|
3,643,601
|
|
Chicago II Wastewater Transmission, Revenue Bonds, Refunding, Ser.
C
|
|
5.00
|
|
1/1/2039
|
|
2,330,000
|
|
2,618,167
|
|
Chicago O'Hare International Airport, Revenue Bonds, Refunding,
Ser. A
|
|
5.00
|
|
1/1/2048
|
|
4,000,000
|
|
4,802,271
|
|
Chicago Transit Authority, Revenue Bonds, Refunding, Ser. A
|
|
5.00
|
|
12/1/2045
|
|
1,000,000
|
|
1,239,971
|
|
Illinois, GO, Refunding, Ser. A
|
|
5.00
|
|
10/1/2029
|
|
1,000,000
|
|
1,228,569
|
|
Illinois, GO, Ser. A
|
|
5.00
|
|
5/1/2038
|
|
2,850,000
|
|
3,399,778
|
|
Illinois, GO, Ser. B
|
|
5.00
|
|
11/1/2030
|
|
1,500,000
|
|
1,873,669
|
|
Illinois, GO, Ser. D
|
|
5.00
|
|
11/1/2028
|
|
3,000,000
|
|
3,626,960
|
|
13
STATEMENT OF INVESTMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
Illinois - 13.6% (continued)
|
|
|
|
|
|
Illinois Finance Authority, Revenue Bonds, Refunding (Plymouth
Place Obligated Group)
|
|
5.25
|
|
5/15/2025
|
|
1,000,000
|
f
|
1,157,896
|
|
Illinois Toll Highway Authority, Revenue Bonds, Ser. A
|
|
4.00
|
|
1/1/2044
|
|
1,500,000
|
|
1,744,939
|
|
Metropolitan Pier & Exposition Authority, Revenue Bonds
(McCormick Place Expansion Project)
|
|
5.00
|
|
6/15/2057
|
|
2,500,000
|
|
2,918,416
|
|
Metropolitan Pier & Exposition Authority, Revenue Bonds
(McCormick Place Project) (Insured; National Public Finance
Guarantee Corp.) Ser. A
|
|
0.00
|
|
12/15/2036
|
|
2,500,000
|
g
|
1,761,482
|
|
Metropolitan Pier & Exposition Authority, Revenue Bonds,
Refunding (McCormick Place Project) Ser. B
|
|
5.00
|
|
6/15/2052
|
|
3,550,000
|
|
3,639,783
|
|
Metropolitan Pier & Exposition Authority, Revenue Bonds,
Refunding (McCormick Place Project) Ser. B
|
|
5.00
|
|
12/15/2028
|
|
2,000,000
|
|
2,050,582
|
|
Sales Tax Securitization Corp., Revenue Bonds, Refunding, Ser.
A
|
|
4.00
|
|
1/1/2039
|
|
2,250,000
|
|
2,645,853
|
|
Tender Option Bond Trust Receipts (Series 2017-XM0492), (Illinois
Finance Authority, Revenue Bonds, Refunding (The University of
Chicago)) Non-recourse, Underlying Coupon Rate (%) 5.00
|
|
18.07
|
|
10/1/2040
|
|
9,000,000
|
c,d,e
|
10,316,204
|
|
|
56,413,679
|
|
Indiana - 2.1%
|
|
|
|
|
|
Indiana Finance Authority, Revenue Bonds (Green Bond)
|
|
7.00
|
|
3/1/2039
|
|
4,425,000
|
c
|
4,199,872
|
|
Indiana Finance Authority, Revenue Bonds (Parkview Health System
Obligated Group) Ser. A
|
|
5.00
|
|
11/1/2043
|
|
3,500,000
|
|
4,323,232
|
|
|
8,523,104
|
|
Iowa - 2.3%
|
|
|
|
|
|
Iowa Finance Authority, Revenue Bonds, Refunding (Iowa Fertilizer
Co. Project)
|
|
5.25
|
|
12/1/2025
|
|
5,125,000
|
|
5,522,832
|
|
Iowa Finance Authority, Revenue Bonds, Refunding (Lifespace
Communities Obligated Group) Ser. A
|
|
4.00
|
|
5/15/2046
|
|
1,000,000
|
|
1,081,765
|
|
14
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
Iowa - 2.3% (continued)
|
|
|
|
|
|
Iowa Tobacco Settlement Authority, Revenue Bonds, Refunding, Ser.
A2
|
|
4.00
|
|
6/1/2049
|
|
1,400,000
|
|
1,622,722
|
|
Iowa Tobacco Settlement Authority, Revenue Bonds, Refunding, Ser.
B1
|
|
4.00
|
|
6/1/2049
|
|
1,000,000
|
|
1,155,340
|
|
|
9,382,659
|
|
Kentucky - 1.4%
|
|
|
|
|
|
Christian County, Revenue Bonds, Refunding (Jennie Stuart Medical
Center Obligated Group)
|
|
5.50
|
|
2/1/2044
|
|
2,800,000
|
|
3,194,968
|
|
Kentucky Public Energy Authority, Revenue Bonds, Ser. A1
|
|
4.00
|
|
6/1/2025
|
|
2,560,000
|
b
|
2,827,691
|
|
|
6,022,659
|
|
Louisiana - 3.0%
|
|
|
|
|
|
Louisiana Local Government Environmental Facilities & Community
Development Authority, Revenue Bonds, Refunding (Westlake Chemical
Project)
|
|
3.50
|
|
11/1/2032
|
|
2,400,000
|
|
2,634,934
|
|
Tender Option Bond Trust Receipts (Series 2018-XF2584), (Louisiana
Public Facilities Authority, Revenue Bonds (Franciscan Missionaries
of Our Lady Health System Project)) Non-recourse, Underlying Coupon
Rate (%) 5.00
|
|
17.89
|
|
7/1/2047
|
|
8,195,000
|
c,d,e
|
9,690,805
|
|
|
12,325,739
|
|
Maryland - 2.3%
|
|
|
|
|
|
Maryland Health & Higher Educational Facilities Authority,
Revenue Bonds (Adventist Healthcare Obligated Group) Ser. A
|
|
5.50
|
|
1/1/2046
|
|
3,250,000
|
|
3,921,345
|
|
Maryland Health & Higher Educational Facilities Authority,
Revenue Bonds, Refunding (Stevenson University Project)
|
|
4.00
|
|
6/1/2051
|
|
1,000,000
|
|
1,142,190
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0391), (Mayor
& City Council of Baltimore, Revenue Bonds, Refunding (Water
Projects)) Non-recourse, Underlying Coupon Rate (%) 5.00
|
|
18.07
|
|
7/1/2042
|
|
4,000,000
|
c,d,e
|
4,379,366
|
|
|
9,442,901
|
|
15
STATEMENT OF INVESTMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
Massachusetts - 4.7%
|
|
|
|
|
|
Massachusetts Development Finance Agency, Revenue Bonds, Refunding
(UMass Memorial Health Care Obligated Group) Ser. K
|
|
5.00
|
|
7/1/2038
|
|
2,130,000
|
|
2,524,649
|
|
Massachusetts Development Finance Agency, Revenue Bonds, Refunding,
Ser. A
|
|
5.00
|
|
7/1/2029
|
|
1,000,000
|
|
1,251,640
|
|
Massachusetts Development Finance Agency, Revenue Bonds, Refunding,
Ser. G
|
|
4.00
|
|
7/1/2046
|
|
1,250,000
|
|
1,473,345
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0386), (University
of Massachusetts Building Authority, Revenue Bonds, Refunding)
Non-recourse, Underlying Coupon Rate (%) 5.00
|
|
18.05
|
|
5/1/2043
|
|
7,409,991
|
c,d,e
|
7,892,084
|
|
Tender Option Bond Trust Receipts (Series 2018-XF0610),
(Massachusetts Transportation Fund, Revenue Bonds (Rail Enhancement
& Accelerated Bridge Programs)) Non-recourse, Underlying Coupon
Rate (%) 5.00
|
|
18.37
|
|
6/1/2047
|
|
5,250,000
|
c,d,e
|
6,346,684
|
|
|
19,488,402
|
|
Michigan - 4.9%
|
|
|
|
|
|
Great Lakes Water Authority Sewage Disposal System, Revenue Bonds,
Refunding, Ser. C
|
|
5.00
|
|
7/1/2036
|
|
2,000,000
|
|
2,364,186
|
|
Michigan Building Authority, Revenue Bonds, Refunding
|
|
4.00
|
|
4/15/2054
|
|
2,500,000
|
|
2,911,217
|
|
Michigan Finance Authority, Revenue Bonds, Refunding (Insured;
National Public Finance Guarantee Corp.) Ser. D6
|
|
5.00
|
|
7/1/2036
|
|
1,000,000
|
|
1,108,053
|
|
Michigan Strategic Fund, Revenue Bonds (AMT-I-75 Improvement
Project)
|
|
5.00
|
|
6/30/2048
|
|
5,000,000
|
|
5,966,366
|
|
Pontiac School District, GO
|
|
4.00
|
|
5/1/2050
|
|
3,000,000
|
|
3,502,943
|
|
Tender Option Bond Trust Receipts (Series 2019-XF2837), (Michigan
State Finance Authority, Revenue Bonds (Henry Ford Health System))
Recourse, Underlying Coupon Rate (%) 4.00
|
|
14.21
|
|
11/15/2050
|
|
3,900,000
|
c,d,e
|
4,418,018
|
|
|
20,270,783
|
|
16
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
Minnesota - 1.1%
|
|
|
|
|
|
Duluth Economic Development Authority, Revenue Bonds, Refunding
(Essentia Health Obligated Group) Ser. A
|
|
5.00
|
|
2/15/2058
|
|
4,000,000
|
|
4,734,298
|
|
Missouri - 2.4%
|
|
|
|
|
|
St. Louis Land Clearance for Redevelopment Authority, Revenue
Bonds
|
|
5.13
|
|
6/1/2046
|
|
4,755,000
|
|
5,374,554
|
|
The Missouri Health & Educational Facilities Authority, Revenue
Bonds (Lutheran Senior Services Projects) Ser. A
|
|
5.00
|
|
2/1/2042
|
|
1,000,000
|
|
1,105,384
|
|
The Missouri Health & Educational Facilities Authority, Revenue
Bonds (Mercy Health)
|
|
4.00
|
|
6/1/2050
|
|
2,000,000
|
|
2,316,233
|
|
The Missouri Health & Educational Facilities Authority, Revenue
Bonds, Refunding (Lutheran Senior Services Projects)
|
|
5.00
|
|
2/1/2046
|
|
1,200,000
|
|
1,337,007
|
|
|
10,133,178
|
|
Multi-State - .6%
|
|
|
|
|
|
Federal Home Loan Mortgage Corp. Multifamily Variable Rate
Certificates, Revenue Bonds, Ser. M048
|
|
3.15
|
|
1/15/2036
|
|
2,390,000
|
c
|
2,672,159
|
|
Nevada - 1.6%
|
|
|
|
|
|
Clark County School District, GO (Insured; Assured Guaranty
Municipal Corp.) Ser. A
|
|
4.00
|
|
6/15/2039
|
|
950,000
|
|
1,127,578
|
|
Reno, Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal
Corp.)
|
|
4.00
|
|
6/1/2058
|
|
5,000,000
|
|
5,528,440
|
|
|
6,656,018
|
|
New Hampshire - .4%
|
|
|
|
|
|
New Hampshire Business Finance Authority, Revenue Bonds, Refunding
(Springpoint Senior Living Obligated Group)
|
|
4.00
|
|
1/1/2051
|
|
1,500,000
|
|
1,620,067
|
|
New Jersey - 5.1%
|
|
|
|
|
|
New Jersey, GO (COVID-19 Emergency Bonds) Ser. A
|
|
4.00
|
|
6/1/2031
|
|
1,000,000
|
|
1,231,006
|
|
New Jersey Housing & Mortgage Finance Agency, Revenue Bonds,
Refunding, Ser. D
|
|
4.00
|
|
10/1/2024
|
|
2,370,000
|
|
2,569,016
|
|
New Jersey Transportation Trust Fund Authority, Revenue Bonds
|
|
5.00
|
|
6/15/2046
|
|
1,365,000
|
|
1,643,342
|
|
17
STATEMENT OF INVESTMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
New Jersey - 5.1% (continued)
|
|
|
|
|
|
New Jersey Transportation Trust Fund Authority, Revenue Bonds
|
|
5.25
|
|
6/15/2043
|
|
1,500,000
|
|
1,838,043
|
|
New Jersey Turnpike Authority, Revenue Bonds, Ser. A
|
|
4.00
|
|
1/1/2051
|
|
2,400,000
|
|
2,824,425
|
|
South Jersey Port Corp., Revenue Bonds, Ser. B
|
|
5.00
|
|
1/1/2042
|
|
2,025,000
|
|
2,361,354
|
|
Tender Option Bond Trust Receipts (Series 2018-XF2538), (New Jersey
Economic Development Authority, Revenue Bonds) Recourse, Underlying
Coupon Rate (%) 5.25
|
|
18.56
|
|
6/15/2040
|
|
4,250,000
|
c,d,e
|
4,843,582
|
|
Tobacco Settlement Financing Corp., Revenue Bonds, Refunding, Ser.
A
|
|
5.25
|
|
6/1/2046
|
|
1,500,000
|
|
1,796,651
|
|
Tobacco Settlement Financing Corp., Revenue Bonds, Refunding, Ser.
B
|
|
5.00
|
|
6/1/2046
|
|
1,670,000
|
|
1,948,333
|
|
|
21,055,752
|
|
New York - 10.7%
|
|
|
|
|
|
Monroe County Industrial Development Corp., Revenue Bonds,
Refunding (University of Rochester Project) Ser. A
|
|
4.00
|
|
7/1/2050
|
|
1,500,000
|
|
1,740,576
|
|
New York City, GO, Ser. D1
|
|
4.00
|
|
3/1/2050
|
|
4,750,000
|
|
5,504,092
|
|
New York Convention Center Development Corp., Revenue Bonds
(Insured; Assured Guaranty Municipal Corp.) Ser. B
|
|
0.00
|
|
11/15/2049
|
|
5,600,000
|
g
|
2,641,143
|
|
New York Liberty Development Corp., Revenue Bonds, Refunding (Class
1-3 World Trade Center Project)
|
|
5.00
|
|
11/15/2044
|
|
3,400,000
|
c
|
3,715,588
|
|
New York State Dormitory Authority, Revenue Bonds, Refunding
(Montefiore Obligated Group) Ser. A
|
|
4.00
|
|
9/1/2045
|
|
1,000,000
|
|
1,144,074
|
|
New York Transportation Development Corp., Revenue Bonds (LaGuardia
Airport Terminal B Redevelopment Project) Ser. A
|
|
5.25
|
|
1/1/2050
|
|
3,000,000
|
|
3,332,937
|
|
New York Transportation Development Corp., Revenue Bonds, Refunding
(JFK International Air Terminal) Ser. A
|
|
5.00
|
|
12/1/2035
|
|
1,100,000
|
|
1,385,753
|
|
Niagara Area Development Corp., Revenue Bonds, Refunding (Covanta
Holding Project) Ser. A
|
|
4.75
|
|
11/1/2042
|
|
1,000,000
|
c
|
1,040,493
|
|
18
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
New York - 10.7% (continued)
|
|
|
|
|
|
Port Authority of New York & New Jersey, Revenue Bonds,
Refunding, Ser. 223
|
|
4.00
|
|
7/15/2051
|
|
2,250,000
|
|
2,611,427
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0436), (New York
City Municipal Water Finance Authority, Revenue Bonds, Refunding)
Recourse, Underlying Coupon Rate (%) 5.00
|
|
18.07
|
|
6/15/2044
|
|
12,600,000
|
c,d,e
|
12,621,441
|
|
Tender Option Bond Trust Receipts (Series 2020-XM0826),
(Metropolitan Transportation Authority, Revenue Bonds, Refunding
(Green Bond) (Insured; Assured Guaranty Municipal Corp., Ser. C))
Non-recourse, Underlying Coupon Rate (%) 4.00
|
|
14.16
|
|
11/15/2046
|
|
6,100,000
|
c,d,e
|
7,060,461
|
|
Westchester County Local Development Corp., Revenue Bonds (Purchase
Senior Learning Community Obligated Group)
|
|
5.00
|
|
7/1/2056
|
|
1,500,000
|
c
|
1,604,795
|
|
|
44,402,780
|
|
North Carolina - .9%
|
|
|
|
|
|
North Carolina Medical Care Commission, Revenue Bonds, Refunding
(Lutheran Services for the Aging Obligated Group)
|
|
4.00
|
|
3/1/2051
|
|
2,000,000
|
|
2,170,114
|
|
North Carolina Turnpike Authority, Revenue Bonds (Insured; Assured
Guaranty Municipal Corp.)
|
|
4.00
|
|
1/1/2055
|
|
1,500,000
|
|
1,733,335
|
|
|
3,903,449
|
|
Ohio - 4.0%
|
|
|
|
|
|
Buckeye Tobacco Settlement Financing Authority, Revenue Bonds,
Refunding, Ser. A2
|
|
4.00
|
|
6/1/2048
|
|
1,250,000
|
|
1,414,168
|
|
Buckeye Tobacco Settlement Financing Authority, Revenue Bonds,
Refunding, Ser. B2
|
|
5.00
|
|
6/1/2055
|
|
10,650,000
|
|
12,228,504
|
|
Centerville, Revenue Bonds, Refunding (Graceworks Lutheran Services
Obligated Group)
|
|
5.25
|
|
11/1/2047
|
|
1,500,000
|
|
1,651,708
|
|
Cuyahoga County, Revenue Bonds, Refunding (The MetroHealth
System)
|
|
5.00
|
|
2/15/2052
|
|
1,000,000
|
|
1,168,899
|
|
|
16,463,279
|
|
19
STATEMENT OF INVESTMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
Oregon - .6%
|
|
|
|
|
|
Medford Hospital Facilities Authority, Revenue Bonds, Refunding
(Asante Project) Ser. A
|
|
4.00
|
|
8/15/2039
|
|
1,000,000
|
|
1,186,741
|
|
Yamhill County Hospital Authority, Revenue Bonds, Refunding
(Friendsview Manor Obligated Group) Ser. A
|
|
5.00
|
|
11/15/2056
|
|
1,000,000
|
|
1,156,604
|
|
|
2,343,345
|
|
Pennsylvania - 3.5%
|
|
|
|
|
|
Allentown School District, GO, Refunding (Insured; Build America
Mutual) Ser. B
|
|
5.00
|
|
2/1/2031
|
|
1,510,000
|
|
1,920,051
|
|
Crawford County Hospital Authority, Revenue Bonds, Refunding
(Meadville Medical Center Project) Ser. A
|
|
6.00
|
|
6/1/2046
|
|
1,000,000
|
|
1,121,019
|
|
Franklin County Industrial Development Authority, Revenue Bonds
(Menno-Haven Project)
|
|
5.00
|
|
12/1/2054
|
|
1,000,000
|
|
1,088,704
|
|
Pennsylvania Economic Development Financing Authority, Revenue
Bonds, Refunding
|
|
4.00
|
|
7/1/2046
|
|
1,000,000
|
|
1,113,089
|
|
Pennsylvania Higher Educational Facilities Authority, Revenue
Bonds, Refunding (University of Sciences)
|
|
5.00
|
|
11/1/2033
|
|
2,805,000
|
|
3,176,348
|
|
Pennsylvania Turnpike Commission, Revenue Bonds, Ser. A
|
|
4.00
|
|
12/1/2050
|
|
1,500,000
|
|
1,732,548
|
|
Philadelphia Water & Wastewater, Revenue Bonds, Ser. A
|
|
5.00
|
|
11/1/2050
|
|
1,500,000
|
|
1,892,246
|
|
The Philadelphia School District, GO (Insured; State Aid
Withholding) Ser. A
|
|
4.00
|
|
9/1/2039
|
|
2,000,000
|
|
2,333,500
|
|
|
14,377,505
|
|
Rhode Island - .1%
|
|
|
|
|
|
Providence Public Building Authority, Revenue Bonds (Insured;
Assured Guaranty Municipal Corp.) Ser. A
|
|
5.00
|
|
9/15/2037
|
|
500,000
|
|
620,147
|
|
South Carolina - 2.9%
|
|
|
|
|
|
South Carolina Jobs-Economic Development Authority, Revenue Bonds
(Bishop Gadsden Episcopal Retirement Community Obligated Group)
|
|
5.00
|
|
4/1/2054
|
|
1,000,000
|
|
1,131,969
|
|
20
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
South Carolina - 2.9% (continued)
|
|
|
|
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0384), (South
Carolina Public Service Authority, Revenue Bonds, Refunding (Santee
Cooper)) Non-recourse, Underlying Coupon Rate (%) 5.13
|
|
13.97
|
|
12/1/2043
|
|
10,200,000
|
c,d,e
|
11,087,830
|
|
|
12,219,799
|
|
Tennessee - .8%
|
|
|
|
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0388),
(Metropolitan Government of Nashville & Davidson County,
Revenue Bonds, Refunding) Non-recourse, Underlying Coupon Rate (%)
5.00
|
|
17.86
|
|
7/1/2040
|
|
3,000,000
|
c,d,e
|
3,215,737
|
|
Texas - 10.7%
|
|
|
|
|
|
Central Texas Regional Mobility Authority, Revenue Bonds
|
|
5.00
|
|
1/1/2048
|
|
2,500,000
|
|
2,975,763
|
|
Central Texas Regional Mobility Authority, Revenue Bonds, Ser.
A
|
|
5.00
|
|
7/1/2025
|
|
1,500,000
|
f
|
1,737,983
|
|
Clifton Higher Education Finance Corp., Revenue Bonds (Uplift
Education) Ser. A
|
|
4.50
|
|
12/1/2044
|
|
2,500,000
|
|
2,667,004
|
|
Clifton Higher Education Finance Corp., Revenue Bonds, Ser. A
|
|
5.75
|
|
8/15/2045
|
|
2,500,000
|
|
2,845,379
|
|
Clifton Higher Education Finance Corp., Revenue Bonds, Ser. D
|
|
6.13
|
|
8/15/2048
|
|
3,000,000
|
|
3,451,028
|
|
Grand Parkway Transportation Corp., Revenue Bonds, Refunding
|
|
4.00
|
|
10/1/2049
|
|
2,000,000
|
|
2,319,337
|
|
Harris County-Houston Sports Authority, Revenue Bonds, Refunding
(Insured; Assured Guaranty Municipal Corp.) Ser. A
|
|
0.00
|
|
11/15/2051
|
|
7,500,000
|
g
|
2,090,368
|
|
Love Field Airport Modernization Corp., Revenue Bonds (Southwest
Airlines Co. Project)
|
|
5.00
|
|
11/1/2028
|
|
1,000,000
|
|
1,042,042
|
|
Tarrant County Cultural Education Facilities Finance Corp., Revenue
Bonds, Refunding (MRC Stevenson Oaks Project)
|
|
6.75
|
|
11/15/2051
|
|
1,000,000
|
|
1,175,088
|
|
Tender Option Bond Trust Receipts (Series 2016-XM0377), (San
Antonio, Revenue Bonds) Non-recourse, Underlying Coupon Rate (%)
5.00
|
|
18.07
|
|
2/1/2043
|
|
12,450,000
|
c,d,e
|
13,123,059
|
|
Texas Private Activity Bond Surface Transportation Corp., Revenue
Bonds (Segment 3C Project)
|
|
5.00
|
|
6/30/2058
|
|
6,150,000
|
|
7,393,329
|
|
21
STATEMENT OF INVESTMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
Texas - 10.7% (continued)
|
|
|
|
|
|
Texas Private Activity Bond Surface Transportation Corp., Revenue
Bonds, Refunding (LBJ Infrastructure Group)
|
|
4.00
|
|
6/30/2040
|
|
1,350,000
|
|
1,587,025
|
|
Texas Private Activity Bond Surface Transportation Corp., Revenue
Bonds, Refunding (LBJ Infrastructure Group)
|
|
4.00
|
|
6/30/2039
|
|
1,500,000
|
|
1,767,877
|
|
|
44,175,282
|
|
U.S. Related - 2.4%
|
|
|
|
|
|
Puerto Rico, GO, Refunding (Insured; Assured Guaranty Municipal
Corp.) Ser. A
|
|
5.00
|
|
7/1/2035
|
|
2,500,000
|
|
2,519,302
|
|
Puerto Rico, GO, Refunding, Ser. A
|
|
8.00
|
|
7/1/2035
|
|
5,965,000
|
h
|
5,234,287
|
|
Puerto Rico Highway & Transportation Authority, Revenue Bonds,
Refunding (Insured; Assured Guaranty Municipal Corp.) Ser. CC
|
|
5.25
|
|
7/1/2034
|
|
2,000,000
|
|
2,169,800
|
|
|
9,923,389
|
|
Utah - .6%
|
|
|
|
|
|
Utah Infrastructure Agency, Revenue Bonds, Refunding, Ser. A
|
|
5.00
|
|
10/15/2037
|
|
2,000,000
|
|
2,355,828
|
|
Virginia - 5.3%
|
|
|
|
|
|
Chesterfield County Economic Development Authority, Revenue Bonds,
Refunding (Brandermill Woods Project)
|
|
5.13
|
|
1/1/2043
|
|
700,000
|
|
702,788
|
|
Henrico County Economic Development Authority, Revenue Bonds,
Refunding (Insured; Assured Guaranty Municipal Corp.)
|
|
11.52
|
|
8/23/2027
|
|
4,300,000
|
d
|
5,720,043
|
|
Tender Option Bond Trust Receipts (Series 2018-XM0593), (Hampton
Roads Transportation Accountability Commission, Revenue Bonds)
Non-recourse, Underlying Coupon Rate (%) 5.50
|
|
20.41
|
|
7/1/2057
|
|
7,500,000
|
c,d,e
|
9,280,486
|
|
Virginia College Building Authority, Revenue Bonds (Green Bond)
(Marymount University Project)
|
|
5.00
|
|
7/1/2045
|
|
1,000,000
|
c
|
1,055,898
|
|
Virginia Small Business Financing Authority, Revenue Bonds
(Transform 66 P3 Project)
|
|
5.00
|
|
12/31/2052
|
|
4,350,000
|
|
5,174,776
|
|
|
21,933,991
|
|
22
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
Washington - 4.5%
|
|
|
|
|
|
King County School District No. 210, GO (Insured; School Bond
Guaranty)
|
|
4.00
|
|
12/1/2034
|
|
2,000,000
|
|
2,347,793
|
|
Port of Seattle, Revenue Bonds
|
|
4.00
|
|
4/1/2044
|
|
1,000,000
|
|
1,133,148
|
|
Tender Option Bond Trust Receipts (Series 2018-XM0680), (Washington
Convention Center Public Facilities District, Revenue Bonds)
Non-recourse, Underlying Coupon Rate (%) 5.00
|
|
9.09
|
|
7/1/2058
|
|
10,000,000
|
c,d,e
|
11,979,154
|
|
Washington Higher Education Facilities Authority, Revenue Bonds
(Seattle University Project)
|
|
4.00
|
|
5/1/2050
|
|
1,200,000
|
|
1,370,020
|
|
Washington Housing Finance Commission, Revenue Bonds (Transforming
Age Project) Ser. A
|
|
5.00
|
|
1/1/2055
|
|
1,465,000
|
c
|
1,634,560
|
|
|
18,464,675
|
|
Wisconsin - 2.6%
|
|
|
|
|
|
Public Finance Authority, Revenue Bonds (Appalachian State
University Project) (Insured; Assured Guaranty Municipal Corp.)
Ser. A
|
|
4.00
|
|
7/1/2055
|
|
1,750,000
|
|
1,955,283
|
|
Public Finance Authority, Revenue Bonds (CHF - Wilmington)
(Insured; Assured Guaranty Municipal Corp.)
|
|
5.00
|
|
7/1/2058
|
|
3,665,000
|
|
4,346,443
|
|
Public Finance Authority, Revenue Bonds (Gannon University
Project)
|
|
5.00
|
|
5/1/2042
|
|
750,000
|
|
872,790
|
|
Public Finance Authority, Revenue Bonds, Refunding (Mary's Woods At
Marylhurst Project)
|
|
5.25
|
|
5/15/2042
|
|
750,000
|
c
|
819,260
|
|
23
STATEMENT OF INVESTMENTS (continued)
|
|
|
|
|
|
|
|
|
|
|
Description
|
Coupon
Rate (%)
|
|
Maturity
Date
|
|
Principal Amount ($)
|
|
Value ($)
|
|
Long-Term Municipal Investments - 143.3% (continued)
|
|
|
|
|
|
Wisconsin - 2.6% (continued)
|
|
|
|
|
|
Wisconsin Health & Educational Facilities Authority, Revenue
Bonds (Children's Hospital of Wisconsin Obligated Group)
|
|
4.00
|
|
8/15/2050
|
|
1,135,000
|
|
1,327,319
|
|
Wisconsin Health & Educational Facilities Authority, Revenue
Bonds, Refunding (St. Camillus Health System Obligated Group)
|
|
5.00
|
|
11/1/2054
|
|
1,250,000
|
|
1,386,036
|
|
|
10,707,131
|
|
Total Long-Term
Municipal Investments
(cost $542,538,472)
|
|
593,459,224
|
|
Total Investments
(cost $543,914,229)
|
|
143.6%
|
594,864,353
|
|
Liabilities, Less Cash and Receivables
|
|
(31.7%)
|
(131,302,485)
|
|
Preferred Stock, at redemption value
|
|
(11.9%)
|
(49,300,000)
|
|
Net Assets Applicable to Common Shareholders
|
|
100.0%
|
414,261,868
|
|
a Zero
coupon until a specified date at which time the stated coupon rate
becomes effective until maturity.
b These
securities have a put feature; the date shown represents the put
date and the bond holder can take a specific action to retain the
bond after the put date.
c Security
exempt from registration pursuant to Rule 144A under the Securities
Act of 1933. These securities may be resold in transactions exempt
from registration, normally to qualified institutional buyers. At
November 30, 2021, these securities were valued at $245,651,245 or
59.3% of net assets.
d The
Variable Rate shall be determined by the Remarketing Agent in its
sole discretion based on prevailing market conditions and may, but
need not, be established by reference to one or more financial
indices.
e Collateral
for floating rate borrowings. The coupon rate given represents the
current interest rate for the inverse floating rate
security.
f These
securities are prerefunded; the date shown represents the
prerefunded date. Bonds which are prerefunded are collateralized by
U.S. Government securities which are held in escrow and are used to
pay principal and interest on the municipal issue and to retire the
bonds in full at the earliest refunding date.
g Security
issued with a zero coupon. Income is recognized through the
accretion of discount.
h Non-income
producing—security in default.
24
|
|
Portfolio Summary (Unaudited)
†
|
Value (%)
|
General
|
25.9
|
Education
|
18.7
|
Transportation
|
18.1
|
Medical
|
15.3
|
Nursing Homes
|
12.6
|
Water
|
11.3
|
General Obligation
|
8.1
|
Airport
|
7.2
|
Development
|
5.5
|
Tobacco Settlement
|
5.1
|
Power
|
4.8
|
School District
|
3.3
|
Utilities
|
3.2
|
Housing
|
1.5
|
Prerefunded
|
1.3
|
Multifamily Housing
|
1.0
|
Single Family Housing
|
.7
|
|
143.6
|
† Based
on net assets.
See notes to financial statements.
25
|
|
|
|
|
Summary of Abbreviations
(Unaudited)
|
|
ABAG
|
Association of Bay Area Governments
|
AGC
|
ACE Guaranty Corporation
|
AGIC
|
Asset Guaranty Insurance Company
|
AMBAC
|
American Municipal Bond Assurance Corporation
|
BAN
|
Bond Anticipation Notes
|
BSBY
|
Bloomberg Short-Term Bank Yield Index
|
CIFG
|
CDC Ixis Financial Guaranty
|
COP
|
Certificate of Participation
|
CP
|
Commercial Paper
|
DRIVERS
|
Derivative Inverse Tax-Exempt Receipts
|
EFFR
|
Effective Federal Funds Rate
|
FGIC
|
Financial Guaranty Insurance Company
|
FHA
|
Federal Housing Administration
|
FHLB
|
Federal Home Loan Bank
|
FHLMC
|
Federal Home Loan Mortgage Corporation
|
FNMA
|
Federal National Mortgage Association
|
GAN
|
Grant Anticipation Notes
|
GIC
|
Guaranteed Investment Contract
|
GNMA
|
Government National Mortgage Association
|
GO
|
General Obligation
|
IDC
|
Industrial Development Corporation
|
LIBOR
|
London Interbank Offered Rate
|
LOC
|
Letter of Credit
|
LR
|
Lease Revenue
|
NAN
|
Note Anticipation Notes
|
MFHR
|
Multi-Family Housing Revenue
|
MFMR
|
Multi-Family Mortgage Revenue
|
MUNIPSA
|
Securities Industry and Financial Markets Association Municipal
Swap Index Yield
|
OBFR
|
Overnight Bank Funding Rate
|
PILOT
|
Payment in Lieu of Taxes
|
PRIME
|
Prime Lending Rate
|
PUTTERS
|
Puttable Tax-Exempt Receipts
|
RAC
|
Revenue Anticipation Certificates
|
RAN
|
Revenue Anticipation Notes
|
RIB
|
Residual Interest Bonds
|
SFHR
|
Single Family Housing Revenue
|
SFMR
|
Single Family Mortgage Revenue
|
SOFR
|
Secured Overnight Financing Rate
|
TAN
|
Tax Anticipation Notes
|
TRAN
|
Tax and Revenue Anticipation Notes
|
U.S. T-Bill
|
U.S. Treasury Bill Money Market Yield
|
XLCA
|
XL Capital Assurance
|
|
|
|
|
See notes to financial statements.
26
STATEMENT OF ASSETS AND LIABILITIES
November 30, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost
|
|
Value
|
|
Assets ($):
|
|
|
|
|
Investments in securities—See Statement of Investments
|
543,914,229
|
|
594,864,353
|
|
Cash
|
|
|
|
|
48,111
|
|
Interest receivable
|
|
8,127,387
|
|
Prepaid expenses
|
|
|
|
|
12,627
|
|
|
|
|
|
|
603,052,478
|
|
Liabilities ($):
|
|
|
|
|
Due to BNY Mellon Investment Adviser, Inc. and affiliates—Note
2(b)
|
|
250,139
|
|
Payable for floating rate notes issued—Note 3
|
|
138,704,671
|
|
Interest and expense payable related to
floating rate notes issued—Note 3
|
|
397,606
|
|
Commissions payable—Note 1
|
|
22,500
|
|
Directors’ fees and expenses payable
|
|
2,673
|
|
Dividends payable to Preferred Shareholders
|
|
808
|
|
Other accrued expenses
|
|
|
|
|
112,213
|
|
|
|
|
|
|
139,490,610
|
|
Auction Preferred Stock, Series A, B and C, par value $.001 per
share (1,972 shares issued and outstanding at $25,000 per share
liquidation value)—Note 1
|
|
49,300,000
|
|
Net Assets Applicable to Common Shareholders ($)
|
|
|
414,261,868
|
|
Composition of Net Assets ($):
|
|
|
|
|
Common Stock, par value, $.001 per share
(49,421,511 shares issued and outstanding)
|
|
|
|
|
49,422
|
|
Paid-in capital
|
|
|
|
|
368,326,701
|
|
Total distributable earnings (loss)
|
|
|
|
|
45,885,745
|
|
Net Assets Applicable to Common Shareholders ($)
|
|
|
414,261,868
|
|
|
|
|
|
|
Shares Outstanding
|
|
|
(110 million shares authorized)
|
49,421,511
|
|
Net Asset Value Per Share of Common Stock ($)
|
|
8.38
|
|
|
|
|
|
|
See notes to financial statements.
|
|
|
|
|
27
STATEMENT OF OPERATIONS
Year Ended November 30, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment Income ($):
|
|
|
|
|
Interest Income
|
|
|
22,740,027
|
|
Expenses:
|
|
|
|
|
Investment advisory fee—Note 2(a)
|
|
|
2,322,370
|
|
Administration fee—Note 2(a)
|
|
|
1,161,185
|
|
Interest and expense related to floating rate notes issued—Note
3
|
|
|
1,050,063
|
|
Professional fees
|
|
|
169,016
|
|
Commission fees—Note 1
|
|
|
88,562
|
|
Registration fees
|
|
|
48,169
|
|
Directors’ fees and expenses—Note 2(c)
|
|
|
43,396
|
|
Shareholders’ reports
|
|
|
38,161
|
|
Shareholder servicing costs
|
|
|
12,408
|
|
Chief Compliance Officer fees—Note 2(b)
|
|
|
8,417
|
|
Custodian fees—Note 2(b)
|
|
|
4,332
|
|
Miscellaneous
|
|
|
40,029
|
|
Total Expenses
|
|
|
4,986,108
|
|
Less—reduction in expenses due to undertaking—Note 2(a)
|
|
|
(464,474)
|
|
Less—reduction in fees due to earnings credits—Note 2(b)
|
|
|
(3,264)
|
|
Net Expenses
|
|
|
4,518,370
|
|
Investment Income—Net
|
|
|
18,221,657
|
|
Realized and Unrealized Gain (Loss) on Investments—Note 3 ($):
|
|
|
Net realized gain (loss) on investments
|
(936,258)
|
|
Net change in unrealized appreciation (depreciation) on
investments
|
7,729,741
|
|
Net Realized and Unrealized Gain (Loss) on Investments
|
|
|
6,793,483
|
|
Dividends to Preferred Shareholders
|
|
|
(50,742)
|
|
Net Increase in Net Assets Applicable to Common
Shareholders Resulting from Operations
|
|
24,964,398
|
|
|
|
|
|
|
|
|
See notes to financial statements.
|
|
|
|
|
|
28
STATEMENT OF CASH FLOWS
Year Ended November 30, 2021
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Operating Activities ($):
|
|
|
|
|
|
Purchases of portfolio securities
|
|
(45,209,402)
|
|
|
|
Proceeds from sales of portfolio securities
|
57,529,124
|
|
|
|
Dividends paid to Preferred Shareholders
|
(50,948)
|
|
|
|
Interest receivable
|
|
23,073,750
|
|
|
|
Interest and expense related to floating rate notes issued
|
|
(1,066,867)
|
|
|
|
Paid to BNY Mellon Investment Adviser, Inc. and affiliates
|
|
(3,025,006)
|
|
|
|
Operating expenses paid
|
|
(456,295)
|
|
|
|
Net Cash Provided (or Used) in Operating Activities
|
|
|
|
30,794,356
|
|
Cash Flows from Financing Activities ($):
|
|
|
|
|
|
Dividends paid to Common Shareholders
|
|
(17,791,743)
|
|
|
|
Decrease in payable for floating rate notes issued
|
|
(13,480,000)
|
|
|
|
Net Cash Provided (or Used) in Financing Activities
|
|
(31,271,743)
|
|
Net Increase (Decrease) in Cash
|
|
(477,387)
|
|
Cash at beginning of period
|
|
525,498
|
|
Cash at End of Period
|
|
48,111
|
|
Reconciliation of Net Increase (Decrease) in Net Assets Applicable
to
|
|
|
|
|
Common Shareholders Resulting from Operations to
|
|
|
|
|
Net Cash Provided (or Used) in Operating Activities ($):
|
|
|
|
Net Increase in Net Assets Resulting From Operations
|
|
24,964,398
|
|
Adjustments to Reconcile Net Increase in Net Assets
|
|
|
|
|
Applicable to Common Shareholders Resulting from
|
|
|
|
|
Operations to Net Cash Provided (or Used) in Operating Activities
($):
|
|
|
|
Decrease in investments in securities at cost
|
|
14,602,325
|
|
Decrease in interest receivable
|
|
333,723
|
|
Decrease in prepaid expenses
|
|
119
|
|
Increase in Due to BNY Mellon Investment Adviser, Inc. and
affiliates
|
|
6,824
|
|
Decrease in payable for investment securities purchased
|
|
(1,346,345)
|
|
Decrease in interest and expense payable related to floating rate
notes issued
|
|
(16,804)
|
|
Decrease in dividends payable to Preferred Shareholders
|
|
(206)
|
|
Decrease in Directors' fees and expenses payable
|
|
(22,896)
|
|
Increase in commissions payable and other accrued expenses
|
|
2,959
|
|
Net change in unrealized (appreciation) depreciation on
investments
|
|
(7,729,741)
|
|
Net Cash Provided (or Used) in Operating Activities
|
|
30,794,356
|
|
|
|
|
|
|
|
|
See notes to financial statements.
|
|
|
|
|
|
29
STATEMENT OF CHANGES IN NET ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
|
|
|
2021
|
|
2020
|
|
Operations ($):
|
|
|
|
|
|
|
|
|
Investment income—net
|
|
|
18,221,657
|
|
|
|
19,809,340
|
|
Net realized gain (loss) on investments
|
|
(936,258)
|
|
|
|
(7,022,793)
|
|
Net change in unrealized appreciation
(depreciation) on investments
|
|
7,729,741
|
|
|
|
2,628,636
|
|
Dividends to Preferred Shareholders
|
|
|
(50,742)
|
|
|
|
(592,434)
|
|
Net Increase (Decrease) in Net Assets Applicable
to Common Shareholders Resulting from
Operations
|
24,964,398
|
|
|
|
14,822,749
|
|
Distributions ($):
|
|
Distributions to Common Shareholders
|
|
|
(17,791,743)
|
|
|
|
(17,792,020)
|
|
Capital Stock Transactions ($):
|
|
Distributions reinvested
|
|
|
-
|
|
|
|
86,478
|
|
Increase (Decrease) in Net Assets
from Capital Stock Transactions
|
-
|
|
|
|
86,478
|
|
Total Increase (Decrease) in Net Assets
Applicable to Common Shareholders
|
7,172,655
|
|
|
|
(2,882,793)
|
|
Net Assets Applicable to Common Shareholders ($):
|
|
Beginning of Period
|
|
|
407,089,213
|
|
|
|
409,972,006
|
|
End of Period
|
|
|
414,261,868
|
|
|
|
407,089,213
|
|
Capital Share Transactions (Common Shares):
|
|
Shares issued for distributions reinvested
|
|
|
-
|
|
|
|
10,449
|
|
Net Increase (Decrease) in Shares Outstanding
|
-
|
|
|
|
10,449
|
|
|
|
|
|
|
|
|
|
|
|
See notes to financial statements.
|
|
|
|
|
|
|
|
|
30
FINANCIAL HIGHLIGHTS
The following table describes the performance for the fiscal
periods indicated. Market price total return is calculated assuming
an initial investment made at the market price at the beginning of
the period, reinvestment of all dividends and distributions at
market price during the period, and sale at the market price on the
last day of the period. These figures have been derived from the
fund’s financial statements, and with respect to common stock,
market price data for the fund’s common shares.
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2021
|
2020
|
2019
|
2018
|
2017
|
Per Share Data ($):
|
|
|
|
|
|
|
Net asset value, beginning of period
|
|
8.24
|
8.30
|
7.91
|
8.29
|
8.19
|
Investment Operations:
|
|
|
|
|
|
|
Investment income—neta
|
|
.37
|
.40
|
.41
|
.47
|
.49
|
Net realized and unrealized
gain (loss) on investments
|
|
.13
|
(.09)
|
.43
|
(.43)
|
.13
|
Dividends to Preferred Shareholders
from investment income—net
|
|
(.00)b
|
(.01)
|
(.03)
|
(.03)
|
(.02)
|
Total from Investment Operations
|
|
.50
|
.30
|
.81
|
.01
|
.60
|
Distributions to Common Shareholders:
|
|
|
|
|
|
|
Dividends from investment
income—net
|
|
(.36)
|
(.36)
|
(.42)
|
(.43)
|
(.50)
|
Net asset value resulting from Auction
Preferred Stock tender as a discount
|
|
-
|
-
|
-
|
.04
|
-
|
Net asset value, end of period
|
|
8.38
|
8.24
|
8.30
|
7.91
|
8.29
|
Market value, end of period
|
|
8.24
|
7.66
|
8.19
|
7.13
|
8.40
|
Market Price Total Return (%)
|
|
12.46
|
(1.87)
|
21.12
|
(10.14)
|
10.46
|
31
FINANCIAL HIGHLIGHTS (continued)
|
|
|
|
|
|
|
|
|
|
|
|
Year Ended November 30,
|
|
2021
|
2020
|
2019
|
2018
|
2017
|
Ratios/Supplemental Data (%):
|
|
|
|
|
|
|
Ratio of total expenses to
average net assets
applicable to Common Stockc
|
|
1.20
|
1.56
|
1.86
|
1.73
|
1.41
|
Ratio of net expenses to
average net assets
applicable to Common Stockc
|
|
1.09
|
1.44
|
1.75
|
1.62
|
1.28
|
Ratio of interest and expense related to
floating rate notes issued to average net
assets applicable to Common Stockc
|
|
.25
|
.60
|
.90
|
.72
|
.35
|
Ratio of net investment income to
average net assets
applicable to Common Stockc
|
|
4.39
|
4.98
|
5.05
|
5.78
|
5.87
|
Ratio of total expenses to
total average net assets
|
|
1.07
|
1.38
|
1.66
|
1.51
|
1.15
|
Ratio of net expenses to
total average net assets
|
|
.97
|
1.28
|
1.56
|
1.41
|
1.05
|
Ratio of interest and expense related to
floating rate notes issued to
total average net assets
|
|
.23
|
.53
|
.80
|
.63
|
.29
|
Ratio of net investment income to
total average net assets
|
|
3.92
|
4.43
|
4.50
|
5.02
|
4.79
|
Portfolio Turnover Rate
|
|
9.10
|
26.56
|
41.28
|
24.57
|
11.20
|
Asset Coverage of Preferred Stock,
end of period
|
|
940
|
926
|
932
|
892
|
540
|
Net Assets, applicable to
Common Shareholders,
end of period ($ x 1,000)
|
|
414,262
|
407,089
|
409,972
|
390,350
|
409,095
|
Preferred Stock Outstanding,
end of period ($ x 1,000)
|
|
49,300
|
49,300
|
49,300
|
49,300
|
93,000
|
Floating Rate Notes Outstanding,
end of period ($ x 1,000)
|
|
138,705
|
152,185
|
182,074
|
162,357
|
109,669
|
a Based
on average common shares outstanding.
b Amount
represents less than $.01 per share.
c Does
not reflect the effect of dividends to Preferred
Shareholders.
See notes to financial statements.
32
NOTES TO FINANCIAL STATEMENTS
NOTE
1—Significant Accounting Policies:
BNY Mellon Strategic Municipal Bond Fund, Inc. (the “fund”), which
is registered under the Investment Company Act of 1940, as amended
(the “Act”), is a diversified closed-end management investment
company. The fund’s investment objective is to seek to maximize
current income exempt from federal income tax to the extent
consistent with the preservation of capital. BNY Mellon Investment
Adviser, Inc. (the “Adviser”), a wholly-owned subsidiary of The
Bank of New York Mellon Corporation (“BNY Mellon”), serves as the
fund’s investment adviser. Effective September 1, 2021 (the
“Effective Date”), the Adviser has engaged its affiliate, Insight
North America LLC (the “Sub-Adviser”), as the fund’s sub-investment
adviser pursuant to a sub-investment advisory agreement between the
Adviser and Sub-Adviser. As the fund’s sub-investment adviser, the
Sub-Adviser provides the day-to-day management of the fund’s
investments, subject to the Adviser’s supervision and approval. The
Adviser (and not the fund) pays the Sub-Adviser for its
sub-advisory services. As of the Effective Date, portfolio managers
responsible for managing the fund’s investments who were employees
of Mellon Investments Corporation (“Mellon”) in a dual employment
arrangement with the Adviser, have become employees of the
Sub-Adviser, and are no longer employees of Mellon. The fund’s
Common Stock trades on the New York Stock Exchange (the “NYSE”)
under the ticker symbol DSM.
The fund has outstanding 698 Series A shares, 662 Series B shares
and 612 Series C shares, Auction Preferred Stock (“APS”), with a
liquidation preference of $25,000 per share (plus an amount equal
to accumulated but unpaid dividends upon liquidation). APS dividend
rates are determined pursuant to periodic auctions or by reference
to a market rate. Deutsche Bank Trust Company America, as the
Auction Agent, receives a fee from the fund for its services in
connection with such auctions. The fund also compensates
broker-dealers generally at an annual rate of .15%-.25% of the
purchase price of shares of APS.
The fund is subject to certain restrictions relating to the APS.
Failure to comply with these restrictions could preclude the fund
from declaring any distributions to shareholders of Common Stock
(“Common Shareholders”) or repurchasing shares of Common Stock
and/or could trigger the mandatory redemption of APS at liquidation
value. Thus, redemptions of APS may be deemed to be outside of the
control of the fund.
The holders of APS, voting as a separate class, have the right to
elect at least two directors. The holders of APS will vote as a
separate class on
33
NOTES TO FINANCIAL STATEMENTS
(continued)
certain other matters, as required by law. The fund’s Board of
Directors (the “Board”) has designated Joni Evans and Robin A.
Melvin as directors to be elected by the holders of APS.
The Financial Accounting Standards Board (“FASB”) Accounting
Standards Codification (“ASC”) is the exclusive reference of
authoritative U.S. generally accepted accounting principles
(“GAAP”) recognized by the FASB to be applied by nongovernmental
entities. Rules and interpretive releases of the Securities and
Exchange Commission (“SEC”) under authority of federal laws are
also sources of authoritative GAAP for SEC registrants. The fund is
an investment company and applies the accounting and reporting
guidance of the FASB ASC Topic 946 Financial Services-Investment
Companies. The fund’s financial statements are prepared in
accordance with GAAP, which may require the use of management
estimates and assumptions. Actual results could differ from those
estimates.
The fundenters
into contracts that contain a variety of indemnifications. The
fund’s maximum exposure under these arrangements is unknown. The
fund does not anticipate recognizing any loss related to these
arrangements.
(a) Portfolio valuation:
The fair value of a financial instrument is the amount that would
be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement
date (i.e., the exit price). GAAP establishes a fair value
hierarchy that prioritizes the inputs of valuation techniques used
to measure fair value. This hierarchy gives the highest priority to
unadjusted quoted prices in active markets for identical assets or
liabilities (Level 1 measurements) and the lowest priority to
unobservable inputs (Level 3 measurements).
Additionally, GAAP provides guidance on determining whether the
volume and activity in a market has decreased significantly and
whether such a decrease in activity results in transactions that
are not orderly. GAAP requires enhanced disclosures around
valuation inputs and techniques used during annual and interim
periods.
Various inputs are used in determining the value of the fund’s
investments relating to fair value measurements. These inputs are
summarized in the three broad levels listed below:
Level 1—unadjusted
quoted prices in active markets for identical
investments.
34
Level 2—other
significant observable inputs (including quoted prices for similar
investments, interest rates, prepayment speeds, credit risk,
etc.).
Level 3—significant
unobservable inputs (including the fund’s own assumptions in
determining the fair value of investments).
The inputs or methodology used for valuing securities are not
necessarily an indication of the risk associated with investing in
those securities.
Changes in valuation techniques may result in transfers in or out
of an assigned level within the disclosure hierarchy. Valuation
techniques used to value the fund’s investments are as follows:
Investments in securities are valued each business day by an
independent pricing service (the “Service”) approved by the Board.
Investments for which quoted bid prices are readily available and
are representative of the bid side of the market in the judgment of
the Service are valued at the mean between the quoted bid prices
(as obtained by the Service from dealers in such securities) and
asked prices (as calculated by the Service based upon its
evaluation of the market for such securities). Debt investments
(which constitute a majority of the portfolio securities) are
carried at fair value as determined by the Service, based on
methods which include consideration of the following: yields or
prices of municipal securities of comparable quality, coupon,
maturity and type; indications as to values from dealers; and
general market conditions. All of the preceding securities are
generally categorized within Level 2 of the fair value
hierarchy.
The Service is engaged under the general oversight of the
Board.
When market quotations or official closing prices are not readily
available, or are determined not to accurately reflect fair value,
such as when the value of a security has been significantly
affected by events after the close of the exchange or market on
which the security is principally traded, but before the fund
calculates its net asset value, the fund may value these
investments at fair value as determined in accordance with the
procedures approved by the Board. Certain factors may be considered
when fair valuing investments such as: fundamental analytical data,
the nature and duration of restrictions on disposition, an
evaluation of the forces that influence the market in which the
securities are purchased and sold, and public trading in similar
securities of the issuer or comparable issuers. These securities
are either categorized within Level 2 or 3 of the fair value
hierarchy depending on the relevant inputs used.
35
NOTES TO FINANCIAL STATEMENTS
(continued)
For securities where observable inputs are limited, assumptions
about market activity and risk are used and such securities are
generally categorized within Level 3 of the fair value
hierarchy.
The following is a summary of the inputs used as of November 30,
2021
in valuing the fund’s investments:
|
|
|
|
|
|
|
|
Level 1-Unadjusted Quoted Prices
|
Level 2- Other Significant Observable Inputs
|
|
Level 3-Significant Unobservable Inputs
|
Total
|
|
Assets ($)
|
|
|
Investments In Securities:†
|
|
|
Collateralized Municipal-Backed Securities
|
-
|
1,405,129
|
|
-
|
1,405,129
|
|
Municipal Securities
|
-
|
593,459,224
|
|
-
|
593,459,224
|
|
Liabilities ($)
|
|
|
Other Financial Instruments:
|
|
|
Floating Rate Notes††
|
-
|
(138,704,671)
|
|
-
|
(138,704,671)
|
|
† See
Statement of Investments for additional detailed categorizations,
if any.
†† Certain
of the fund’s liabilities are held at carrying amount, which
approximates fair value for financial reporting
purposes.
(b) Securities transactions and investment income:
Securities transactions are recorded on a trade date basis.
Realized gains and losses from securities transactions are recorded
on the identified cost basis. Interest income, adjusted for
accretion of discount and amortization of premium on investments,
is earned from settlement date and recognized on the accrual basis.
Securities purchased or sold on a when-issued or delayed delivery
basis may be settled a month or more after the trade
date.
(c) Risk:
The value of the securities in which the fund invests may be
affected by political, regulatory, economic and social
developments, and developments that impact specific economic
sectors, industries or segments of the market. In addition,
turbulence in financial markets and reduced liquidity in equity,
credit and/or fixed income markets may negatively affect many
issuers, which could adversely affect the fund. Global economies
and financial markets are becoming increasingly interconnected, and
conditions and events in one country, region or financial market
may adversely impact issuers in a different country, region or
financial market. These risks may be magnified if certain events or
developments adversely interrupt the global supply chain; in these
and other circumstances, such risks might affect companies
world-wide. Recent
36
examples include pandemic risks related to COVID-19 and aggressive
measures taken world-wide in response by governments, including
closing borders, restricting international and domestic travel, and
the imposition of prolonged quarantines of large populations, and
by businesses, including changes to operations and reducing staff.
The effects of COVID-19 have contributed to increased volatility in
global markets and will likely affect certain countries, companies,
industries and market sectors more dramatically than others. The
COVID-19 pandemic has had, and any other outbreak of an infectious
disease or other serious public health concern could have, a
significant negative impact on economic and market conditions and
could trigger a prolonged period of global economic slowdown. To
the extent the fund may overweight its investments in certain
countries, companies, industries or market sectors, such positions
will increase the fund's exposure to risk of loss from adverse
developments affecting those countries, companies, industries or
sectors.
(d) Dividends and distributions to Common Shareholders:
Dividends and distributions are recorded on the ex-dividend date.
Dividends from investment income-net are normally declared and paid
monthly. Dividends from net realized capital gains, if any, are
normally declared and paid annually, but the fund may make
distributions on a more frequent basis to comply with the
distribution requirements of the Internal Revenue Code of 1986, as
amended (the “Code”). To the extent that net realized capital gains
can be offset by capital loss carryovers, it is the policy of the
fund not to distribute such gains. Income and capital gain
distributions are determined in accordance with income tax
regulations, which may differ from GAAP.
Common Shareholders will have their distributions reinvested in
additional shares of the fund, unless such Common Shareholders
elect to receive cash, at the lower of the market price or net
asset value per share (but not less than 95% of the market price).
If market price is equal to or exceeds net asset value, shares will
be issued at net asset value. If net asset value exceeds market
price, Computershare Inc., the transfer agent for the fund’s Common
Stock, will buy fund shares in the open market and reinvest those
shares accordingly.
On November 29, 2021, the Board declared a cash dividend of $.030
per share from investment income-net, payable on December 31, 2021
to Common shareholders of record as of the close of business on
December 14, 2021. The ex-dividend date was December 13, 2021.
(e) Dividends and distributions to shareholders of APS:
Dividends, which are cumulative, are generally reset every seven
days for each series of APS pursuant to a process specified in
related fund charter documents.
37
NOTES TO FINANCIAL STATEMENTS
(continued)
Dividend rates as of November 30, 2021, for each series of APS were
as follows: Series A-0.110%, Series B-0.110% and Series C-0.110%.
These rates reflect the “maximum rates” under the governing
instruments as a result of “failed auctions” in which sufficient
clearing bids are not received. The average dividend rates for the
period ended November 30, 2021 for each series of APS were as
follows: Series A-0.103%, Series B-0.102% and Series C-0.103%.
(f) Federal income taxes:It
is the policy of the fund to continue to qualify as a regulated
investment company, which can distribute tax-exempt dividends, by
complying with the applicable provisions of the Code, and to make
distributions of income and net realized capital gain sufficient to
relieve it from substantially all federal income and excise
taxes.
As of and during the period ended November 30, 2021, the fund did
not have any liabilities for any uncertain tax positions. The fund
recognizes interest and penalties, if any, related to uncertain tax
positions as income tax expense in the Statement of Operations.
During the period ended November 30, 2021, the fund did not incur
any interest or penalties.
Each tax year in the four-year period ended November 30, 2021
remains subject to examination by the Internal Revenue Service and
state taxing authorities.
At November 30, 2021, the components of accumulated earnings on a
tax basis were as follows: undistributed tax-exempt income
$3,112,851, accumulated capital losses $8,624,863 and unrealized
appreciation $51,398,565.
The fund is permitted to carry forward capital losses for an
unlimited period. Furthermore, capital loss carryovers retain their
character as either short-term or long-term capital losses.
The accumulated capital loss carryover is available for federal
income tax purposes to be applied against future net
realized capital gains, if any, realized subsequent to November 30,
2021. The fund has $6,379,671 of short-term capital losses and
$2,245,192 of long-term capital losses which can be carried forward
for an unlimited period.
The tax character of distributions paid to shareholders during the
fiscal periods ended November 30, 2021 and November 30, 2020 were
as follows: tax-exempt income $17,842,485 and $18,180,918, and
ordinary income $0 and $203,536, respectively.
(g) New accounting pronouncements:In
March 2020, the FASB issued Accounting Standards Update 2020-04,
Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial
38
Reporting (“ASU 2020-04”), and in January 2021, the FASB issued
Accounting Standards Update 2021-01, Reference Rate Reform (Topic
848): Scope (“ASU 2021-01”), which provides optional, temporary
relief with respect to the financial reporting of contracts subject
to certain types of modifications due to the planned
discontinuation of the LIBOR and other interbank offered rates as
of the end of 2021. The temporary relief provided by ASU 2020-04
and ASU 2021-01 is effective for certain reference rate-related
contract modifications that occur during the period from March 12,
2020 through December 31, 2022. Management is evaluating the impact
of ASU 2020-04 and ASU 2021-01
on the fund’s investments, derivatives, debt and other contracts
that will undergo reference rate-related modifications as a result
of the reference rate reform. Management is also currently actively
working with other financial institutions and counterparties to
modify contracts as required by applicable regulation and within
the regulatory deadlines.
NOTE 2—Investment Advisory Fee, Sub-Investment Advisory Fee,
Administration Fee, and Other Transactions with Affiliates:
(a)
Pursuant to an investment advisory agreement with the Adviser, the
management fee is computed at the annual rate of .50% of the value
of the fund’s average weekly net assets, inclusive of the
outstanding APS, and is payable monthly. The fund also has an
administration agreement with the Adviser and a custody agreement
with The Bank of New York Mellon (the “Custodian”), a subsidiary of
BNY Mellon and an affiliate of the Adviser. The fund pays in the
aggregate for administration, custody and transfer agency services,
a monthly fee based on an annual rate of .25% of the value of the
fund’s average weekly net assets, inclusive of the outstanding APS.
All out-of-pocket transfer agency and custody expenses, including
custody transaction expenses, are paid separately by the
fund.
The Adviser has undertaken, from December 1, 2020 through May 31,
2022, to waive receipt of a portion of the fund’s investment
advisory fee, in the amount of .10% of the value of the fund’s
average weekly net assets (including net assets representing APS
outstanding). The reduction in expenses, pursuant to the
undertaking, amounted to $464,474 during the period ended November
30, 2021.
As of the Effective Date, pursuant to a sub-investment advisory
agreement between the Adviser and the Sub-Adviser, the Adviser pays
the Sub-Adviser a monthly fee at an annual rate of .24% of the
value of the fund’s average weekly net assets, (including net
assets representing APS outstanding).
39
NOTES TO FINANCIAL STATEMENTS
(continued)
(b)
The fund compensates the Custodian under a custody agreement for
providing custodial services for the fund. These fees are
determined based on transaction activity. During the period ended
November 30, 2021,
the fund was charged $4,332 for out-of-pocket and custody
transaction expenses, pursuant to the custody agreement. These fees
were partially offset by earnings credits of the amount of
$3,264.
The fund has an arrangement with the Custodian whereby
the fund may receive earnings credits when positive cash balances
are maintained, which are used to offset custody fees. For
financial reporting purposes, the fund includes net earnings
credits as an expense offset in the Statement of
Operations.
During the period ended November 30, 2021, the fund was charged
$8,417 for services performed by the Chief Compliance Officer and
his staff. These fees are included in Chief Compliance Officer fees
in the Statement of Operations.
The components of “Due to BNY Mellon Investment Adviser, Inc. and
affiliates” in the Statement of Assets and Liabilities consist of:
investment advisory fees of $189,741, Administration fees of
$94,566, Custodian fees of $2,734 and Chief Compliance Officer fees
of $3,538, which are offset against an expense reimbursement
currently in effect in the amount of $40,440.
(c)
Each Board member also serves as a Board member of other funds in
the BNY Mellon Family of Funds complex. Annual retainer fees and
attendance fees are allocated to each fund based on net
assets.
NOTE 3—Securities Transactions:
The aggregate amount of purchases and sales (including paydowns) of
investment securities, excluding short-term securities, during the
period ended November 30, 2021, amounted to $43,775,591 and
$41,613,008, respectively.
Inverse Floater Securities:
The fund participates in secondary inverse floater structures in
which fixed-rate, tax-exempt municipal bonds are transferred to a
trust (the “Inverse Floater Trust”). The Inverse Floater Trust
typically issues two variable rate securities that are
collateralized by the cash flows of the fixed-rate, tax-exempt
municipal bonds. One of these variable rate securities pays
interest based on a short-term floating rate set by a remarketing
agent at predetermined intervals (“Trust Certificates”). A residual
interest tax-exempt security is also created by the Inverse Floater
Trust, which is transferred to the fund, and is paid interest based
on the remaining cash flows of the Inverse Floater Trust, after
payment of
40
interest on the other securities and various expenses of the
Inverse Floater Trust. An Inverse Floater Trust may be collapsed
without the consent of the fund due to certain termination events
such as bankruptcy, default or other credit event.
The fund accounts for the transfer of bonds to the Inverse Floater
Trust as secured borrowings, with the securities transferred
remaining in the fund’s investments, and the Trust Certificates
reflected as fund liabilities in the Statement of Assets and
Liabilities.
The fund may invest in inverse floater securities on either a
non-recourse or recourse basis. These securities are typically
supported by a liquidity facility provided by a bank or other
financial institution (the “Liquidity Provider”) that allows the
holders of the Trust Certificates to tender their certificates in
exchange for payment from the Liquidity Provider of par plus
accrued interest on any business day prior to a termination event.
When the fund invests in inverse floater securities on a
non-recourse basis, the Liquidity Provider is required to make a
payment under the liquidity facility due to a termination event to
the holders of the Trust Certificates. When this occurs, the
Liquidity Provider typically liquidates all or a portion of the
municipal securities held in the Inverse Floater Trust. A
liquidation shortfall occurs if the Trust Certificates exceed the
proceeds of the sale of the bonds in the Inverse Floater Trust
(“Liquidation Shortfall”). When a fund invests in inverse floater
securities on a recourse basis, the fund typically enters into a
reimbursement agreement with the Liquidity Provider where the fund
is required to repay the Liquidity Provider the amount of any
Liquidation Shortfall. As a result, a fund investing in a recourse
inverse floater security bears the risk of loss with respect to any
Liquidation Shortfall.
The average amount of borrowings outstanding under the inverse
floater structure during the period ended November 30, 2021 was
approximately $139,678,945, with a related weighted average
annualized interest rate of .75%.
At November 30, 2021,
the
cost of investments for federal income tax purposes was
$404,761,117; accordingly, accumulated net unrealized appreciation
on investments was $51,398,565, consisting of $51,939,726 gross
unrealized appreciation and $541,161 gross unrealized
depreciation.
41
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Shareholders and the Board of Directors of BNY Mellon Strategic
Municipal Bond Fund, Inc.
Opinion on the Financial Statements
We have audited the accompanying statement of assets and
liabilities of BNY Mellon Strategic Municipal Bond Fund, Inc. (the
“Fund”), including the statement of investments, as of November 30,
2021, and the related statements of operations and cash flows for
the year then ended, the statements of changes in net assets for
each of the two years in the period then ended, the financial
highlights for each of the five years in the period then ended and
the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the
Fund at November 30, 2021, the results of its operations and its
cash flows for the year then ended, the changes in its net assets
for each of the two years in the period then ended and its
financial highlights for each of the five years in the period then
ended, in conformity with U.S. generally accepted accounting
principles.
Basis for Opinion
These financial statements are the responsibility of the Fund’s
management. Our responsibility is to express an opinion on the
Fund’s financial statements based on our audits. We are a public
accounting firm registered with the Public Company Accounting
Oversight Board (United States) (“PCAOB”) and are required to be
independent with respect to the Fund in accordance with the U.S.
federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the
PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial
statements are free of material misstatement, whether due to error
or fraud. The Fund is not required to have, nor were we engaged to
perform, an audit of the Fund’s internal control over financial
reporting. As part of our audits, we are required to obtain an
understanding of internal control over financial reporting, but not
for the purpose of expressing an opinion on the effectiveness of
the Fund’s internal control over financial reporting. Accordingly,
we express no such opinion.
Our audits included performing procedures to assess the risks of
material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those
risks. Such procedures included examining, on a test basis,
evidence regarding the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities
owned as of November 30, 2021, by correspondence with the custodian
and others or by other appropriate auditing procedures where
replies from others were not received. Our audits also included
evaluating the accounting principles used and significant estimates
made by management, as well as evaluating the overall presentation
of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.

We have served as the auditor of one or more investment companies
in the BNY Mellon Family of Funds since at least 1957, but we are
unable to determine the specific year.
New York, New York
January 24, 2022
42
ADDITIONAL INFORMATION (Unaudited)
Dividend Reinvestment Plan
Under the fund’s Dividend Reinvestment Plan (the “Plan”), a Common
Shareholder who has fund shares registered in his or her name will
have all dividends and distributions reinvested automatically by
Computershare Trust Company, N.A., as Plan administrator (the
“Administrator”), in additional shares of the fund at the lower of
prevailing market price or net asset value (but not less than 95%
of market value at the time of valuation) unless such Common
Shareholder elects to receive cash as provided below. If market
price is equal to or exceeds net asset value, shares will be issued
at net asset value. If net asset value exceeds market price or if a
cash dividend only is declared, the Administrator, as agent for the
Plan participants, will buy fund shares in the open market. A Plan
participant is not relieved of any income tax that may be payable
on such dividends or distributions.
A Common Shareholder who owns fund shares registered in nominee
name through his or her broker/dealer (i.e., in “street name”) may
not participate in the Plan, but may elect to have cash dividends
and distributions reinvested by his or her broker/dealer in
additional shares of the fund if such service is provided by the
broker/dealer; otherwise such dividends and distributions will be
treated like any other cash dividend.
A Common Shareholder who has fund shares registered in his or her
name may elect to withdraw from the Plan at any time for a $5.00
fee and thereby elect to receive cash in lieu of shares of the
fund. Changes in elections must be in writing, sent to The Bank of
New York Mellon, c/o Computershare Inc., P.O. Box 30170, College
Station, TX 77842-3170, should include the Common Shareholder’s
name and address as they appear on the Administrator’s records and
will be effective only if received more than fifteen days prior to
the record date for any distribution.
The Administrator maintains all Common Shareholder accounts in the
Plan and furnishes written confirmations of all transactions in the
account. Shares in the account of each Plan participant will be
held by the Administrator in non-certificated form in the name of
the participant, and each such participant’s proxy will include
those shares purchased pursuant to the Plan.
The fund pays the Administrator’s fee for reinvestment of dividends
and distributions. Plan participants pay a pro rata share of
brokerage commissions incurred with respect to the Administrator’s
open market purchases in connection with the reinvestment of
dividends or distributions.
The fund reserves the right to amend or terminate the Plan as
applied to any dividend or distribution paid subsequent to written
notice of the change sent to Plan participants at least 90 days
before the record date for such dividend or distribution. The Plan
also may be amended or terminated by the Administrator on at least
90 days’ written notice to Plan participants.
Level Distribution Policy
The fund’s dividend policy is to distribute substantially all of
its net investment income to its shareholders on a monthly basis.
In order to provide shareholders with a more consistent yield to
the current trading price of shares of Common Stock of the fund,
the fund may at
43
ADDITIONAL INFORMATION (Unaudited)
(continued)
times pay out less than the entire amount of net investment income
earned in any particular month and may at times in any month pay
out such accumulated but undistributed income in addition to net
investment income earned in that month. As a result, the dividends
paid by the fund for any particular month may be more or less than
the amount of net investment income earned by the fund during such
month.
Investment Objective and Principal Investment Strategies
Investment Objective.
The fund’s investment objective is to seek to maximize current
income exempt from federal income tax to the extent believed by the
Adviser to be consistent with the preservation of capital.
The fund’s investment objective is fundamental and may not be
changed without the affirmative vote of the holders of a majority
(as defined in the Act) of the fund’s outstanding voting
securities. No assurance can be given that the fund will achieve
its investment objective.
Fundamental Investment Policy.
The fund ordinary invests all of its net assets in municipal
obligations that provide income exempt from federal income tax, and
has adopted a fundamental investment policy to invest, under normal
market conditions, at
least 80%
of its net assets in municipal obligations. As with the fund’s
investment objective, this investment policy may not be changed
without the affirmative vote of the holders of a majority (as
defined in the Act) of the fund’s outstanding voting
securities.
Municipal obligations are debt obligations issued by states,
territories and possessions of the United States and the District
of Columbia and their political subdivisions, agencies and
instrumentalities, or multi-state agencies or authorities, that
provide income exempt from federal income tax. Municipal
obligations are classified as general obligation bonds, revenue
bonds and notes. General obligation bonds are secured by the
issuer’s pledge of its faith, credit and taxing power for the
payment of principal and interest. Revenue bonds are payable from
the revenue derived from a particular facility or class of
facilities or, in some cases, from the proceeds of a special excise
or other specific revenue source, but not from the general taxing
power. Notes are short term instruments which are obligations of
the issuing municipalities or agencies and are sold in anticipation
of a bond sale, collection of taxes or receipt of other revenues.
The fund may purchase floating and variable rate obligations,
municipal derivatives, such as custodial receipt programs created
by financial intermediaries, tender option bonds, and
participations in municipal obligations.
Non-Fundamental Investment Policies.
Under normal market conditions, the fund invests at least 80% of
its net assets in municipal obligations considered investment grade
by Moody’s, S&P or Fitch or the unrated equivalent as
determined by the Adviser in the case of bonds, and in the two
highest rating categories of Moody’s, S&P or Fitch or the
unrated equivalent as determined by the Adviser in the case of
short term obligations having or deemed to have maturities of less
than one year. The fund may invest the remainder of its assets in
municipal obligations considered below investment grade by Moody’s,
S&P and Fitch, including those rated no lower than C, but it
currently is the intention of the fund to invest such remainder of
its assets primarily in bonds rated no lower than Ba by Moody’s and
BB by S&P and Fitch. Bonds rated
44
below investment grade and short term obligations rated below the
two highest rating categories of Moody’s, S&P and Fitch will be
purchased only if the Adviser determines that the purchase is
consistent with the fund’s investment objective. Investment grade
bonds are those rated in the four highest rating categories of
Moody’s, S&P or Fitch. The fund also may invest in taxable
investments to the extent and of the quality described below. At
least 65% of the value of the fund’s net assets (except when
maintaining a temporary defensive position) will be invested in
bonds and debentures.
Under normal market conditions, the weighted average maturity of
the fund’s portfolio is expected to exceed ten years. The fund
emphasizes investments in municipal obligations with long term
maturities, but the degree of such emphasis depends upon market
conditions existing at the time of investment. Under normal market
conditions, long term municipal obligations generally provide a
higher yield than short term municipal obligations. The fund,
however, may invest in short term municipal obligations when their
yields are greater than yields available on long term municipal
obligations, for temporary defensive purposes and after the closing
of this offering as the fund selects longer term municipal
obligations to purchase for its portfolio.
From time to time, the fund may invest more than 25% of the value
of its total assets in industrial development bonds which, although
issued by industrial development authorities, may be backed only by
the assets and revenues of the non-governmental users. Interest on
certain municipal obligations (including certain industrial
development bonds) which are specific private activity bonds, while
exempt from federal income tax, is a preference item for the
purpose of the federal alternative minimum tax. If the fund, as a
regulated investment company, receives such interest, a
proportionate share of any exempt-interest dividend paid by the
fund will be treated as a preference item to an investor. The fund
may invest without limitation in such municipal obligations if the
Adviser determines that their purchase is consistent with the
fund’s investment objective.
Taxable Investments and other Investment Techniques.
The fund may employ, among others, the investment techniques
described below. Use of certain of these techniques may give rise
to taxable income.
Temporary Investments.
From time to time, on a temporary basis other than for temporary
defensive purposes (but not to exceed 20% of the fund’s net assets)
or for temporary defensive purposes without limitation, the fund
may invest in taxable short term investments (“Taxable
Investments”) consisting of: notes of issuers having, at the time
of purchase, a quality rating within the two highest grades of
Moody’s, S&P or Fitch; obligations of the U.S. Government, its
agencies or instrumentalities; commercial paper rated at least P-2
by Moody’s or at least A-2 by S&P or Fitch; certificates of
deposit of U.S. domestic banks, including foreign branches of
domestic banks, with assets of $1 billion or more; bankers’
acceptances; time deposits; and repurchase agreements in respect of
any of the foregoing. Dividends paid by the fund that are
attributable to interest earned from Taxable Investments will be
taxable to investors. Under normal
45
ADDITIONAL INFORMATION (Unaudited)
(continued)
market conditions, the fund anticipates that not more than 5% of
its total assets will be invested in any of the foregoing
categories of Taxable Investments.
When-Issued Securities.
New issues of municipal obligations usually are offered on a
when-issued basis, which means that delivery and payment for such
municipal obligations normally take place within 45 days after the
date of the commitment to purchase. The payment obligation and the
interest rate that will be received on the municipal obligations
are fixed at the time the buyer enters into the commitment. The
fund will make commitments to purchase such municipal obligations
only with the intention of actually acquiring the securities, but
the fund may sell these securities before the settlement date if it
is deemed advisable, although any gain realized on such sale would
be taxable. The fund will not accrue income with respect to a
when-issued security before its stated delivery date. No additional
when-issued commitments will be made if more than 20% of the fund’s
net assets would be so committed.
Stand-By Commitments.
The fund may acquire “stand-by commitments” with respect to
municipal obligations held in its portfolio. Under a stand-by
commitment the fund obligates a broker, dealer or bank to
repurchase, at the fund’s option, specified securities at a
specified price and, in this respect, stand-by commitments are
comparable to put options. The exercise of a stand-by commitment,
therefore, is subject to the ability of the seller to make payment
on demand. The fund will acquire stand-by commitments solely to
facilitate portfolio liquidity and does not intend to exercise its
rights thereunder for trading purposes. The fund anticipates that
stand-by commitments will be available from brokers, dealers and
banks without the payment of any direct or indirect consideration.
The fund may pay for stand-by commitments if such action is deemed
necessary, thus increasing to a degree the cost of the underlying
municipal obligation and similarly decreasing such security’s yield
to investors.
Use of Derivatives.
The fund may invest in, or enter into, certain types of
derivatives, such as futures, options and swap transactions,
including interest rate swaps, interest rate locks, caps, collars
and floors, for a variety of reasons, including to increase current
income, reduce fluctuations in net asset value and protect against
a decline in the value of municipal obligations held by the fund or
an increase in the price of municipal obligations the fund proposes
to purchase in the future. The fund’s ability to engage in certain
derivative transactions may be limited as a condition to S&P’s
“AAA” rating of the fund’s APS. The fund will limit its use of
derivatives that do not constitute municipal obligations to 20% of
the its net assets.
The fund may purchase call and put options and may write
(i.e.,
sell) covered call and put option contracts on specific municipal
obligations. The fund generally would purchase these call options
to protect the fund from the issuer of the related municipal
obligation redeeming, or other holder of the call option from
calling away, the municipal obligation before maturity. The sale by
the fund of a call option it owns on a specific municipal
obligation could result in the receipt of taxable income by the
fund.
A futures contract is an agreement between two parties to buy and
sell a security for a set price on a future date. These contracts
are traded on exchanges, so that, in most
46
cases, either party can close out its position on the exchange for
cash, without delivering the security. An option on a futures
contract gives the holder of the option the right to buy from or
sell to the writer of the option a position in a futures contract
at a specified price on or before a specified expiration date. The
fund may invest in futures contracts and options on futures
contracts, including those with respect to interest rates,
securities, and security indexes. The fund may enter into futures
contracts and options thereon in U.S. domestic markets. Futures
contracts may be based on various debt securities and securities
indexes (such as the Municipal Bond Index traded on the Chicago
Board of Trade).
The fund may enter into interest rate swaps and interest rate locks
and purchase and sell interest rate caps, collars and floors. Swap
transactions may be individually negotiated and include exposure to
a variety of different interest rates. Swaps involve two parties
exchanging a series of cash flows at specified intervals. In the
case of an interest rate swap, the parties exchange interest
payments based upon an agreed upon principal amount (referred to as
the “notional principal amount”). Under the most basic scenario,
Party A would pay a fixed rate on the notional principal amount to
Party B, which would pay a floating rate on the same notional
principal amount to Party A. Swap agreements can take many forms
and are known by a variety of names.
In a typical cap or floor agreement, one party agrees to make
payments only under specified circumstances, usually in return for
payment of a fee by the other party. An interest rate collar
combines elements of buying a cap and selling a floor. In a typical
interest rate lock transaction, if Party A desires to lock in a
particular interest rate on a given date it may enter into an
agreement to pay, or receive a payment from, Party B based on the
yield of a reference index or security. At the maturity of the term
of the agreement, one party makes a payment to the other party as
determined by the relative change in the yield of the reference
index or security. An interest rate lock transaction may be
terminated prior to its stated maturity date by calculating the
payment due as of the termination date, which generally differs
from the make-whole provisions for an early termination of an
interest rate swap transaction in which the party terminating the
swap early is required to give its counterparty the economic
benefit of the transaction.
Depending on the circumstances, gains from a swap transaction will
be treated either as ordinary income or as short- or long-term
capital gains. The fund currently intends to enter into swap
transactions on a “forward settlement” basis (settlement set out
several months) and to close-out such transactions before the
settlement date. This methodology should result in there being no
exchange of income and, therefore, no taxable income to report. Any
principal gain or loss at settlement would be a capital gain or
loss.
The fund is operated by the Adviser in reliance on an exclusion,
granted to operators of registered investment companies such as the
fund, from registration as a “commodity pool operator” with respect
to the fund under the Commodity Exchange Act (“CEA”) and, therefore
is not subject to registration or regulation with respect to the
fund under the CEA. The fund may be limited in its ability to use
commodity futures or options thereon, engage in certain swap
transactions or make certain other investments if the
47
ADDITIONAL INFORMATION (Unaudited)
(continued)
Adviser continues to claim the exclusion from the definition of
“commodity pool operator” with respect to the fund.
Inverse Floating Rate Securities.
The fund may invest in residual interest municipal obligations
whose interest rates bear an inverse relationship to the interest
rate on another security or the value of an index (“inverse
floaters”). An investment in inverse floaters may involve greater
risk than an investment in a fixed-rate bond. Because changes in
the interest rate on the other security or index inversely affect
the residual interest paid on the inverse floater, the value of an
inverse floater is generally more volatile than that of a
fixed-rate bond. Inverse floaters have interest rate adjustment
formulas which generally reduce or, in the extreme, eliminate the
interest paid to the fund when short term interest rates rise, and
increase the interest paid to the fund when short term interest
rates fall. Inverse floaters have varying degrees of liquidity, and
the market for these securities is relatively volatile. These
securities tend to underperform the market for fixed-rate bonds in
a rising interest rate environment, but tend to outperform the
market for fixed-rate bonds when interest rates decline. Shifts in
long term interest rates may, however, alter this tendency.
Although volatile, inverse floaters typically offer the potential
for yields exceeding the yields available on fixed-rate bonds with
comparable credit quality, coupon, call provisions and maturity.
These securities usually permit the investor to convert the
floating-rate to a fixed- rate (normally adjusted downward), and
this optional conversion feature may provide a partial hedge
against rising rates if exercised at an opportune time.
Investments in Investment Companies.
The fund may invest in securities of other investment companies to
the extent permitted under the Act.
Use of Leverage.
The fund utilizes leverage to seek to enhance the yield and net
asset value of its Common Stock. These objectives cannot be
achieved in all interest rate environments. To leverage, the fund
issues APS and floating rate certificate securities, which pay
dividends or interest at prevailing short-term interest rates, and
invests the proceeds in long-term municipal bonds. The interest
earned on these investments is paid to Common Shareholders in the
form of dividends, and the value of these portfolio holdings is
reflected in the per share net asset value of the fund’s Common
Stock. In order for either of these forms of leverage to benefit
Common Shareholders, the yield curve must be positively sloped:
that is, short-term interest rates must be lower than long-term
interest rates. At the same time, a period of generally declining
interest rates will benefit Common Shareholders. If either of these
conditions change along with other factors that may have an effect
on APS dividends or floating rate certificate securities, then the
risk of leveraging will begin to outweigh the benefits.
Principal Risk Factors
The fund is a diversified, closed-end management investment company
designed primarily as a long-term investment and not as a
short-term trading vehicle. The fund is not intended to be a
complete investment program and, due to the uncertainty inherent in
all investments, there can be no assurance that the fund will
achieve its investment
48
objective. Different risks may be more significant at different
times depending on market conditions.
Municipal Obligations Risk.
The amount of public information available about municipal
obligations is generally less than that for corporate equities or
bonds. Special factors, such as legislative changes, and state and
local economic and business developments, may adversely affect the
yield and/or value of the fund’s investments in municipal
obligations. Other factors include the general conditions of the
municipal obligations market, the size of the particular offering,
and the maturity of the obligation and the rating of the issue. The
municipal obligations market can be susceptible to increases in
volatility and decreases in liquidity. Liquidity can decline
unpredictably in response to overall economic conditions or credit
tightening. Increases in volatility and decreases in liquidity may
be caused by a rise in interest rates (or the expectation of a rise
in interest rates), which are at or near historic lows in the
United States. During periods of reduced market liquidity, the fund
may not be able to readily sell municipal obligations at prices at
or near their perceived value. Changes in economic, business or
political conditions relating to a particular municipal project,
municipality, or state, territory or possession of the United
States in which the fund invests may have an impact on the fund’s
net asset value per share of Common Stock. A credit rating
downgrade relating to, default by, or insolvency or bankruptcy of,
one or several municipal security issuers of a state, territory or
possession of the United States in which the fund invests could
affect the market values and marketability of many or all municipal
securities of such state, territory or possession.
In addition, the fund may invest up to 20% of its net assets in
below investment grade municipal obligations. Below investment
grade municipal obligations (commonly referred to as “high yield”
or “junk” bonds) involve substantial risk of loss and are
considered predominantly speculative with respect to the issuer’s
or obligor’s ability to pay interest and repay principal and are
susceptible to default or decline in market value due to adverse
economic and business developments. The market values for high
yield municipal obligations tend to be very volatile, and those
bonds are less liquid than investment grade municipal
obligations.
Because there is no established retail secondary market for many of
these municipal obligations, it may be anticipated that such
obligations could be sold only to a limited number of dealers or
institutional investors. To the extent a secondary trading market
for these obligations does exist, it generally is not as liquid as
the secondary market for higher-rated municipal obligations. The
lack of a liquid secondary market may have an adverse impact on
market price and yield and the fund’s ability to dispose of
particular issues in response to a specific economic event such as
a deterioration in the creditworthiness of the issuer. The lack of
a liquid secondary market for certain municipal obligations also
may make it more difficult for the fund to obtain accurate market
quotations for purposes of valuing the fund’s portfolio and
calculating its net asset value. In such cases, the Adviser’s
judgment may play a greater role in valuation because less
reliable, objective data may be available.
49
ADDITIONAL INFORMATION (Unaudited)
(continued)
Call Risk.
Some municipal obligations give the issuer the option to “call,” or
prepay, the securities before their maturity date. If interest
rates fall, it is possible that issuers of callable bonds with high
interest coupons will call their bonds. If a call were exercised by
the issuer of a bond held by the fund during a period of declining
interest rates, the fund is likely to replace such called bond with
a lower yielding bond. If that were to happen, it could decrease
the fund’s distributions and possibly could affect the market price
of the Common Stock. Similar risks exist when the fund invests the
proceeds from matured, traded or prepaid bonds at market interest
rates that are below the fund’s current earnings rate. A decline in
income could affect the market price or overall return of the
Common Stock. During periods of market illiquidity or rising
interest rates, prices of “callable” issues are subject to
increased price fluctuation.
Credit Risk.
Credit risk is the risk that one or more municipal bonds in the
fund’s portfolio will decline in price, or the issuer or obligor
thereof will fail to pay interest or repay principal when due,
because the issuer or obligor experiences a decline or there is a
perception of a decline in its financial status. Below investment
grade municipal obligations involve greater credit risk than
investment grade municipal obligations. In addition, sizable
investments by the fund in revenue obligations could involve an
increased risk to the fund should any of the related facilities
experience financial difficulties.
Interest Rate Risk.
Prices of municipal obligations and other fixed-income securities
tend to move inversely with changes in interest rates. Typically, a
rise in rates will adversely affect fixed-income securities and,
accordingly, will cause the value of the fund’s investments in
these securities to decline. During periods of very low interest
rates, which occur from time to time due to market forces or
actions of governments and/or their central banks, including the
Board of Governors of the Federal Reserve System in the U.S., the
fund may be subject to a greater risk of principal decline from
rising interest rates. When interest rates fall, the values of
already-issued fixed-income securities generally rise. However,
when interest rates fall, the fund’s investments in new securities
may be at lower yields and may reduce the fund’s income. The
magnitude of these fluctuations in the market price of fixed-income
securities is generally greater for securities with longer
effective maturities and durations because such instruments do not
mature, reset interest rates or become callable for longer periods
of time. The change in the value of a fixed-income security or
portfolio can be approximated by multiplying its duration by a
change in interest rates. For example, the market price of a
fixed-income security with a duration of three years would be
expected to decline 3% if interest rates rose 1%. Conversely, the
market price of the same security would be expected to increase 3%
if interest rates fell 1%. Interest rates in the United States
currently are at or near historic lows due to market forces and
actions of the Board of Governors of the Federal Reserve System in
the U.S., primarily in response to the novel coronavirus (COVID-19)
pandemic and resultant market disruptions. Changing interest rates,
including rates that fall below zero, may have unpredictable
effects on markets, may result in heightened market volatility and
may detract from fund performance.
50
Tax Risk.
To be tax-exempt, municipal obligations generally must meet certain
regulatory requirements. Although the fund will invest in municipal
obligations that pay income that is exempt, in the opinion of
counsel to the issuer (or on the basis of other authority believed
by the Adviser to be reliable), from regular federal income tax, if
any such municipal obligation fails to meet these regulatory
requirements, the income received by the fund from its investment
in such obligations and distributed by the fund to Common
Shareholders will be taxable. Changes or proposed changes in
federal tax laws may cause the prices of municipal obligations to
fall. In addition, the federal income tax treatment of payments in
respect of certain derivatives contracts is unclear. Common
Shareholders may receive distributions that are attributable to
derivatives contracts that are treated as ordinary income for
federal income tax purposes
Liquidity Risk.
When there is little or no active trading market for specific types
of securities, it can become more difficult to sell the securities
in a timely manner at or near their perceived value. In such a
market, the value of such securities and the fund’s net asset value
per share of Common Stock may fall dramatically, even during
periods of declining interest rates. Other market developments can
adversely affect fixed-income securities markets. Regulations and
business practices, for example, have led some financial
intermediaries to curtail their capacity to engage in trading
(i.e.,
“market making”) activities for certain fixed-income securities,
which could have the potential to decrease liquidity and increase
volatility in the fixed-income securities markets. The secondary
market for certain municipal obligations tends to be less well
developed or liquid than many other securities markets, which may
adversely affect the fund’s ability to sell such municipal
obligations at attractive prices. Investments that are illiquid or
that trade in lower volumes may be more difficult to value.
Liquidity can decline unpredictably in response to overall economic
conditions or credit tightening. Increases in volatility and
decreases in liquidity may be caused by a rise in interest rates
(or the expectation of a rise in interest rates).
When-Issued Securities Risk.
When purchasing a security on a forward commitment basis, the fund
assumes the rights and risks of ownership of the security,
including the risk of price and yield fluctuations. Because the
fund is not required to pay for these securities until the delivery
date, these risks are in addition to the risks associated with the
fund’s other investments. Securities purchased on a forward
commitment, when-issued or delayed-delivery basis are subject to
changes in value (generally appreciating when interest rates
decline and depreciating when interest rates rise) based upon the
public’s perception of the creditworthiness of the issuer and
changes, real or anticipated, in the level of interest rates.
Securities purchased on a forward commitment, when-issued or
delayed-delivery basis may expose the fund to risks because they
may experience such fluctuations prior to their actual
delivery.
Use of Derivatives Risk.
Derivatives can be volatile and involve various types and degrees
of risk, depending upon the characteristics of the particular
derivative and the portfolio as a whole. Derivatives may entail
investment exposures that are greater than their cost would
suggest, meaning that a small investment in derivatives could have
a large potential impact on the fund’s performance. If the fund
invests in derivatives at
51
ADDITIONAL INFORMATION (Unaudited)
(continued)
inopportune times or judges market conditions incorrectly, such
investments may lower the fund’s return or result in a loss. The
fund also could experience losses if its derivatives were poorly
correlated with the underlying instruments or the fund’s other
investments, or if the fund were unable to liquidate its position
because of an illiquid secondary market. The market for many
derivatives is, or suddenly can become, illiquid. Although the fund
intends to purchase or sell futures contracts or options only if
there is an active market for such contracts or options, no
assurance can be given that a liquid market will exist for any
particular contract or option at any particular time. Changes in
liquidity may result in significant, rapid and unpredictable
changes in the prices for derivatives. Additionally, some
derivatives the fund may use may involve economic leverage, which
may increase the volatility of these instruments as they may
increase or decrease in value more quickly than the underlying
security, index, futures contract, or other economic variable.
Derivatives may be purchased on established exchanges or through
privately negotiated transactions referred to as over-the-counter
derivatives. Exchange-traded derivatives, such as futures contracts
and certain options, generally are guaranteed by the clearing
agency that is the issuer or counterparty to such derivatives. This
guarantee usually is supported by a daily variation margin system
operated by the clearing agency in order to reduce overall credit
risk. As a result, unless the clearing agency defaults, there is
relatively little counterparty credit risk associated with
derivatives purchased on an exchange. In contrast, no clearing
agency guarantees over-the-counter derivatives, including some
options and most swap agreements, and, therefore, there is a risk
the counterparty will default. Accordingly, the Adviser will
consider the creditworthiness of counterparties to over-the-counter
derivatives in the same manner as it would review the credit
quality of a security to be purchased by the fund. If there were a
default by the other party to such transaction the fund would have
to rely on its contractual remedies (which may be limited by
bankruptcy, insolvency or similar laws) pursuant to the agreement
relating to the transaction. Over-the-counter derivatives are less
liquid than exchange-traded derivatives since the other party to
the transaction may be the only investor with sufficient
understanding of the derivative to be interested in bidding for it.
In addition, mandatory margin requirements have been imposed on
over-the-counter derivative instruments, which will add to the
costs of such transactions.
Options and futures contracts prices can diverge from the prices of
their underlying instruments. Options and futures contracts prices
are affected by such factors as current and anticipated short-term
interest rates, changes in volatility of the underlying instrument,
and the time remaining until expiration of the contract, which may
not affect the prices of the underlying instruments in the same
way. Imperfect correlation may also result from differing levels of
demand in the options and futures markets and the securities
markets, from structural differences in how options and futures and
securities are traded, or from imposition of daily price
fluctuation limits or trading halts. If price changes in the fund’s
options or futures positions used for hedging purposes are poorly
correlated with the investments the fund is attempting to hedge,
the options or futures positions may fail to produce anticipated
gains or result in losses that are not offset by gains in other
investments.
52
Engaging in futures transactions involves risk of loss to the fund
which could adversely affect the fund’s net asset value. No
assurance can be given that a liquid market will exist for any
particular contract at any particular time. Many futures exchanges
and boards of trade limit the amount of fluctuation permitted in
futures contract prices during a single trading day. Once the daily
limit has been reached in a particular contract, no trades may be
made that day at a price beyond that limit or trading may be
suspended for specified periods during the trading day. Futures
contract prices could move to the limit for several consecutive
trading days with little or no trading, thereby preventing prompt
liquidation of futures positions and potentially leading to
substantial losses.
The use of interest rate swaps and caps is a highly specialized
activity that involves investment techniques and risks different
from those associated with ordinary portfolio security
transactions. Depending on the state of interest rates in general,
the fund’s use of interest rate swaps or caps could enhance or harm
the overall performance of the fund. To the extent there is a
decline in interest rates, the value of the interest rate swap or
cap could decline, and could result in a decline in the fund’s net
asset value. In addition, if short-term interest rates are lower
than the fund’s rate of payment on the interest rate swap, this
will reduce the performance of the fund. If, on the other hand,
short-term interest rates are higher than the fund’s rate of
payment on the interest rate swap, this will enhance the
performance of the fund.
It is possible that developments in the derivatives markets,
including potential government regulation, could adversely affect
the ability to terminate existing derivatives positions or to
realize amounts to be received in such transactions. In
particular,
prior to the recent global financial crisis, the swaps market was
largely an unregulated market. It is possible that developments in
the swaps market, including new regulatory requirements, could
limit or prevent the fund’s ability to utilize swap agreements or
options on swaps as part of its investment strategy, terminate
existing swap agreements or realize amounts to be received under
such agreements, which could negatively affect the fund. In
particular, the Dodd-Frank Act resulted in new clearing and
exchange-trading requirements for swaps and other over-the-counter
derivatives. The Dodd-Frank Act also requires the Commodities
Futures Trading Commission (“CFTC”) and/or the SEC, in consultation
with banking regulators, to establish capital requirements for swap
dealers and major swap participants as well as requirements for
margin on over-the-counter derivatives, including swaps. Many
provisions of the Dodd-Frank Act have either already been
implemented through rulemaking by the CFTC and/or the SEC or must
be implemented through future rulemaking by those and other federal
agencies, and all regulatory or legislative activity may not
necessarily have a direct, immediate effect upon the fund. However,
compliance with these rules could potentially limit or completely
restrict the ability of the fund to use certain derivatives as a
part of its investment strategy, increase the cost of entering into
derivatives transactions or require more assets of the fund to be
used for collateral in support of those derivatives than is
currently the case. Limits or restrictions applicable to the
counterparties with which the fund engages in derivative
transactions also could prevent
53
ADDITIONAL INFORMATION (Unaudited)
(continued)
the fund from using derivatives or affect the pricing or other
factors relating to these transactions, or may change the
availability of certain derivatives.
Some derivatives may involve leverage (e.g.,
an instrument linked to the value of a securities index may return
income calculated as a multiple of the price movement of the
underlying index). This economic leverage will increase the
volatility of these instruments as they may increase or decrease in
value more quickly than the underlying security, index, futures
contract, currency or other economic variable. Currently, the fund
may segregate permissible liquid assets, or engage in other
measures approved by the SEC or its staff, to “cover” the fund’s
obligations relating to its transactions in derivatives. Where
permitted, by setting aside assets equal to only its net
obligations under cash-settled derivatives, the fund may employ
leverage to a greater extent than if the fund were required to
segregate assets equal to the full notional value of such
contracts. These coverage practices also might impair the fund’s
ability to sell a portfolio security, meet current obligations or
make an investment at a time when it would otherwise be favorable
to do so, or require that the fund sell a portfolio security at a
disadvantageous time.
The SEC recently adopted Rule 18f-4 under the Act, which will
regulate the use of derivatives by the fund and is effective in
August 2022. Under the new rule, the fund may be required to
establish a comprehensive derivatives risk management program, to
comply with certain value-at-risk based leverage limits, to appoint
a derivatives risk manager and to provide additional disclosure
both publicly and to the SEC regarding its derivatives positions.
Compliance with the new rule by the fund could, among other things,
make derivatives more costly, limit their availability or utility
or otherwise adversely affect their performance. The new rule may
limit the fund’s ability to use derivatives as part of its
investment strategy. In addition, in connection with the adoption
of Rule 18f-4, the SEC also eliminated the asset segregation
framework for covering derivatives and certain financial
instruments arising from SEC and staff guidance. As the fund
transitions into reliance on Rule 18f-4, its approach to asset
segregation and coverage requirements may be impacted.
Use of Leverage Risk.Leverage
is a speculative technique and there are special risks and costs
associated with leveraging. There is no assurance that leveraging
strategy will be successful. Leverage involves risks and special
considerations for Common Shareholders, including: the likelihood
of greater volatility of net asset value, market price and dividend
rate of Common Stock than a comparable portfolio without leverage;
the risk that fluctuations in the interest or dividend rates that
the fund must pay on any leverage will reduce the return to Common
Shareholders; the effect of leverage in a declining market, which
is likely to cause a greater decline in the net asset value of
Common Stock than if the fund were not leveraged, which may result
in a greater decline in the market price of Common
Stock.
Market Risk.The
value of the securities in which the fund invests may be affected
by political, regulatory, economic and social developments, and
developments that impact specific economic sectors, industries or
segments of the market. In addition, turbulence in financial
markets and reduced liquidity in equity, credit and/or fixed income
markets
54
may negatively affect many issuers, which could adversely affect
the fund. Global economies and financial markets are becoming
increasingly interconnected, and conditions and events in one
country, region or financial market may adversely impact issuers in
a different country, region or financial market. These risks may be
magnified if certain events or developments adversely interrupt the
global supply chain; in these and other circumstances, such risks
might affect companies worldwide. Recent examples include pandemic
risks related to COVID-19 and aggressive measures taken worldwide
in response by governments, including closing borders, restricting
international and domestic travel, and the imposition of prolonged
quarantines of large populations, and by businesses, including
changes to operations and reducing staff. The effects of COVID-19
have contributed to increased volatility in global markets and will
likely affect certain countries, companies, industries and market
sectors more dramatically than others. The COVID-19 pandemic has
had, and any other outbreak of an infectious disease or other
serious public health concern could have, a significant negative
impact on economic and market conditions and could trigger a
prolonged period of global economic slowdown. To the extent the
fund may overweight its investments in certain countries,
companies, industries or market sectors, such positions will
increase the fund’s exposure to risk of loss from adverse
developments affecting those countries, companies, industries or
sectors.
Risk of Market Price Discount from Net Asset Value.
Shares of closed-end funds, such as the fund, frequently trade at a
discount from their net asset value. This characteristic is a risk
separate and distinct from the risk that net asset value could
decrease as a result of investment activities. The fund cannot
predict whether its Common Stock will trade at, above or below net
asset value.
Management Risk.
The fund is subject to management risk because the Adviser actively
manages the fund. The Adviser and the fund’s portfolio managers
will apply investment techniques and risk analyses in making
investment decisions for the fund, but there can be no guarantee
that these will produce the desired results.
Cybersecurity Risk.
The fund and its service providers are susceptible to operational
and information security risks due to cybersecurity incidents. In
general, cybersecurity incidents can result from deliberate attacks
or unintentional events. Cybersecurity attacks include, but are not
limited to, gaining unauthorized access to digital systems
(e.g.,
through “hacking” or malicious software coding) for purposes of
misappropriating assets or sensitive information, corrupting data
or causing operational disruption. Cyber attacks also may be
carried out in a manner that does not require gaining unauthorized
access, such as causing denial-of-service attacks on websites
(i.e., efforts to make services unavailable to intended users).
Cybersecurity incidents affecting the Adviser or other service
providers, as well as financial intermediaries, have the ability to
cause disruptions and impact business operations, potentially
resulting in financial losses, including by interference with the
fund’s ability to calculate its net asset value; impediments to
trading for the fund’s portfolio; the inability of Common
Shareholders to transact business with the fund; violations of
applicable privacy, data security or other laws; regulatory fines
and penalties; reputational damage; reimbursement or
other
55
ADDITIONAL INFORMATION (Unaudited)
(continued)
compensation or remediation costs; legal fees; or additional
compliance costs. Similar adverse consequences could result from
cybersecurity incidents affecting issuers of securities in which
the fund invests, counterparties with which the fund engages in
transactions, governmental and other regulatory authorities,
exchange and other financial market operators, banks, brokers,
dealers, insurance companies and other financial institutions and
other parties. While information risk management systems and
business continuity plans have been developed which are designed to
reduce the risks associated with cybersecurity, there are inherent
limitations in any cybersecurity risk management systems or
business continuity plans, including the possibility that certain
risks have not been identified.
Given the risks described above, an investment in Common Stock may
not be appropriate for all investors. You should carefully consider
your ability to assume these risks before making an investment in
the fund.
Recent Changes
The following information in this annual report is a summary of
certain changes since November 30, 2020. This information may not
reflect all of the changes that have occurred since you purchased
the fund.
The fund has updated its derivatives risk factor to reflect certain
risks associated with new Rule 18f-4 under the 1940 Act.
During the period ended November 30, 2021, except as noted above,
there were: (i) no material changes in the fund’s investment
objectives or policies that have not been approved by shareholders,
(ii) no changes in the fund’s charter or by-laws that would delay
or prevent a change of control of the fund that have not been
approved by shareholders, (iii) no material changes to the
principal risk factors associated with investment in the fund, and
(iv) no change in the persons primarily responsible for the
day-to-day management of the fund’s portfolio.
56
IMPORTANT TAX INFORMATION
(Unaudited)
In accordance with federal tax law, the fund hereby reports all the
dividends paid from investment income-net during its fiscal year
ended November 30, 2021 as “exempt-interest dividends” (not
generally subject to regular federal income tax). Where required by
federal tax law rules, shareholders will receive notification of
their portion of the fund’s taxable ordinary dividends (if any),
capital gains distributions (if any) and tax-exempt dividends paid
for the 2021 calendar year on Form 1099-DIV, which will be mailed
in early 2022.
57
INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY AND
SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)
At a meeting of the fund’s Board of Directors held on November 1-2,
2021, the Board considered the renewalof
the fund’s Investment Advisory Agreement and Administration
Agreement, pursuant to which the Adviser provides the fund with
investment advisory services and administrative services (together,
the “Agreement”), and the Sub-Investment Advisory Agreement
(together with the Agreement, the “Agreements”), pursuant to which
Insight North America LLC (the “Subadviser”) provides day-to-day
management of the fund’s investments. The Board members, none of
whom are “interested persons” (as defined in the Investment Company
Act of 1940, as amended) of the fund, were assisted in their review
by independent legal counsel and met with counsel in executive
session separate from representatives of the Adviser and the
Subadviser. In considering the renewal of the Agreements, the Board
considered several factors that it believed to be relevant,
including those discussed below. The Board did not identify any one
factor as dispositive, and each Board member may have attributed
different weights to the factors considered.
Analysis of Nature, Extent, and Quality of Services Provided to the
Fund.
The Board considered information provided to it at the meeting and
in previous presentations from representatives of the Adviser
regarding the nature, extent, and quality of the services provided
to funds in the BNY Mellon fund complex, including the fund. The
Adviser noted that the fund is a closed-end fund without daily
inflows and outflows of capital and provided the fund’s asset
size.
The Board also considered research support available to, and
portfolio management capabilities of, the fund’s portfolio
management personnel and that the Adviser also provides oversight
of day-to-day fund operations, including fund accounting and
administration and assistance in meeting legal and regulatory
requirements. The Board also considered the Adviser’s extensive
administrative, accounting and compliance infrastructures, as well
as the Adviser’s supervisory activities over the Subadviser.
Comparative Analysis of the Fund’s Performance and Management Fee
and Expense Ratio.
The Board reviewed reports prepared by Broadridge Financial
Solutions, Inc. (“Broadridge”), an independent provider of
investment company data based on classifications provided by
Thomson Reuters Lipper, which included information comparing (1)
the fund’s performance with the performance of a group of leveraged
closed-end general and insured municipal debt funds selected by
Broadridge as comparable to the fund (the “Performance Group”) and
with a broader group of funds consisting of all leveraged
closed-end general and insured municipal debt funds (the
“Performance Universe”), all for various periods ended September
30, 2021, and (2) the fund’s actual and contractual management fees
and total expenses with those of the same group of funds in the
Performance Group (the “Expense Group”) and with a broader group of
funds consisting of all leveraged closed-end general and insured
municipal debt funds, excluding outliers (the “Expense Universe”),
the information for which was derived in part from fund financial
statements available to Broadridge as of the date of its analysis.
The Adviser previously had furnished the Board with a
58
description of the methodology Broadridge used to select the
Performance Group and Performance Universe and the Expense Group
and Expense Universe.
Performance Comparisons.
Representatives of the Adviser stated that the usefulness of
performance comparisons may be affected by a number of factors,
including different investment limitations and policies and the
extent and manner in which leverage is employed that may be
applicable to the fund and comparison funds and the end date
selected. The Board discussed with representatives of the Adviser
and the Subadviser the results of the comparisons and considered
that the fund’s total return performance, on a net asset value
basis, was below the Performance Group and Performance Universe
medians for all periods except the one-year period when it was
above the Performance Group and Performance Universe medians and
the ten-year period when it was at the Performance Group median.
The Board also considered that the fund’s total return performance,
on a market price basis, was below the Performance Group and
Performance Universe medians for all periods except the one-year
period when it was above the Performance Group and Performance
Universe medians. The Board also considered that the fund’s yield
performance, on a net asset value basis, was at or above the
Performance Group and Performance Universe medians for nine of the
ten one-year periods ended September 30thand,
on a market price basis, was at or above the Performance Group
medians for all of the ten one-year periods ended September
30th
and above the Performance Universe medians for nine of the ten
one-year periods ended September 30th.
The Board considered the relative proximity of the fund’s
performance to the relevant Performance Group and/or Performance
Universe medians in certain periods when performance was below
median. The Adviser also provided a comparison of the fund’s
calendar year total returns, on a net asset value basis, to the
returns of the fund’s benchmark index, and it was noted that the
fund’s returns were above the returns of the index in seven of the
ten calendar years shown.
Management Fee and Expense Ratio Comparisons.
The Board reviewed and considered the contractual management fee
rate (i.e.,
the aggregate of the investment advisory and administration fees
pursuant to the Agreement) payable by the fund to the Adviser in
light of the nature, extent and quality of the management services
and the sub-advisory services provided by the Adviser and the
Subadviser, respectively. In addition, the Board reviewed and
considered the actual management fee rate paid by the fund over the
fund’s last fiscal year which included reductions for a fee waiver
arrangement in place that reduced the management fee paid to the
Adviser. The Board also reviewed the range of actual and
contractual management fees and total expenses as a percentage of
average net assets of the Expense Group and Expense Universe funds
and discussed the results of the comparisons.
The Board considered that, based on common assets alone, the fund’s
contractual management fee was higher than the Expense Group median
contractual management fee and the fund’s actual management fee was
lower than the Expense Group median and the Expense Universe median
actual management fee and the fund’s total expenses were lower than
the Expense Group median and the Expense Universe median total
expenses. The Board also considered that, based on common and
leveraged assets
59
INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY AND
SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)
(continued)
together, the fund’s actual management fee was higher than the
Expense Group median and the Expense Universe median actual
management fee and the fund’s total expenses were lower than the
Expense Group median and the Expense Universe median total
expenses.
Representatives of the Adviser stated that the Adviser has
contractually agreed, until May 31, 2022, to waive receipt of a
portion of its management fee from the fund in the amount of .10%
of the value of the fund’s average weekly net assets (including net
assets representing auction preferred stock outstanding).
Representatives of the Adviser reviewed with the Board the
contractual management fee paid by funds advised or administered by
the Adviser that are in the same Lipper category as the fund (the
“Similar Funds”), and explained the nature of the Similar Funds.
They discussed differences in fees paid and the relationship of the
fees paid in light of any differences in the services provided and
other relevant factors, noting that the fund is a closed-end fund.
The Board considered the relevance of the fee information provided
for the Similar Funds to evaluate the appropriateness of the fund’s
management fee. Representatives of the Adviser noted that there
were no separate accounts and/or other types of client portfolios
advised by the Adviser or the Subadviser that are considered to
have similar investment strategies and policies as the fund.
The Board considered the fee payable to the Subadviser in relation
to the fee payable to the Adviser by the fund and the respective
services provided by the Subadviser and the Adviser. The Board also
took into consideration that the Subadviser’s fee is paid by the
Adviser, out of its fee from the fund, and not the fund.
Analysis of Profitability and Economies of Scale.
Representatives of the Adviser reviewed the expenses allocated and
profit received by the Adviser and its affiliates and the resulting
profitability percentage for managing the fund and the aggregate
profitability percentage to the Adviser and its affiliates for
managing the funds in the BNY Mellon fund complex, and the method
used to determine the expenses and profit. The Board concluded that
the profitability results were not excessive, given the services
rendered and service levels provided by the Adviser and its
affiliates. The Board also considered the fee waiver arrangement
and its effect on the profitability of the Adviser and its
affiliates. The Board also had been provided with information
prepared by an independent consulting firm regarding the Adviser’s
approach to allocating costs to, and determining the profitability
of, individual funds and the entire BNY Mellon fund complex. The
consulting firm also had analyzed where any economies of scale
might emerge in connection with the management of a
fund.
The Board considered, on the advice of its counsel, the
profitability analysis (1) as part of its evaluation of whether the
fees under the Agreements, considered in relation to the mix of
services provided by the Adviser and the Subadviser, including the
nature, extent and quality of such services, supported the renewal
of the Agreements and (2) in light of the relevant circumstances
for the fund and the extent to which economies of scale would be
realized if the fund grows and whether fee levels reflect these
economies of
60
scale for the benefit of fund shareholders. Since the Adviser, and
not the fund, pays the Subadviser pursuant to the Sub-Investment
Advisory Agreement, the Board did not consider the Subadviser’s
profitability to be relevant to its deliberations. Representatives
of the Adviser stated that, because the fund is a closed-end fund
without daily inflows and outflows of capital, there were not
significant economies of scale at this time to be realized by the
Adviser in managing the fund’s assets. Representatives of the
Adviser also stated that, as a result of shared and allocated costs
among funds in the BNY Mellon fund complex, the extent of economies
of scale could depend substantially on the level of assets in the
complex as a whole, so that increases and decreases in complex-wide
assets can affect potential economies of scale in a manner that is
disproportionate to, or even in the opposite direction from,
changes in the fund’s asset level. The Board also considered
potential benefits to the Adviser and the Subadviser from acting as
investment adviser and sub-investment adviser, respectively, and
took into consideration that there were no soft dollar arrangements
in effect for trading the fund’s investments.
At the conclusion of these discussions, the Board agreed that it
had been furnished with sufficient information to make an informed
business decision with respect to the renewal of the Agreements.
Based on the discussions and considerations as described above, the
Board concluded and determined as follows.
· The
Board concluded that the nature, extent and quality of the services
provided by the Adviser and the Subadviser are adequate and
appropriate.
· The
Board generally was satisfied with the fund’s improved overall
performance.
· The
Board concluded that the fees paid to the Adviser and the
Subadviser continued to be appropriate under the circumstances and
in light of the factors and the totality of the services provided
as discussed above.
· The
Board determined that the economies of scale which may accrue to
the Adviser and its affiliates in connection with the management of
the fund had been adequately considered by the Adviser in
connection with the fee rate charged to the fund pursuant to the
Agreement and that, to the extent in the future it were determined
that material economies of scale had not been shared with the fund,
the Board would seek to have those economies of scale shared with
the fund.
In evaluating the Agreements, the Board considered these
conclusions and determinations and also relied on its previous
knowledge, gained through meetings and other interactions with the
Adviser and its affiliates and the Subadviser, of the Adviser and
the Subadviser and the services provided to the fund by the Adviser
and the Subadviser. The Board also relied on information received
on a routine and regular basis throughout the year relating to the
operations of the fund and the investment management and other
services provided under the Agreements, including information on
the investment performance of the fund in comparison to similar
funds and benchmark performance indices; general market outlook as
applicable to the fund; and
61
INFORMATION ABOUT THE RENEWAL OF THE FUND’S INVESTMENT ADVISORY AND
SUB-INVESTMENT ADVISORY AGREEMENTS (Unaudited)
(continued)
compliance reports. In addition, the Board’s consideration of the
contractual fee arrangements for the fund had the benefit of a
number of years of reviews of the Agreements for the fund, or
substantially similar agreements for other BNY Mellon funds that
the Board oversees, during which lengthy discussions took place
between the Board and representatives of the Adviser. Certain
aspects of the arrangements may receive greater scrutiny in some
years than in others, and the Board’s conclusions may be based, in
part, on their consideration of the fund’s arrangements, or
substantially similar arrangements for other BNY Mellon funds that
the Board oversees, in prior years. The Board determined to renew
the Agreements.
62
BOARD MEMBERS INFORMATION
(Unaudited)
Independent Board Members
Joseph S. DiMartino (78)
Chairman of the Board (1995)
Current term expires in 2024.
Principal Occupation During Past 5 Years:
· Director
and Trustee of funds in the BNY Mellon Family of Funds and certain
other entities (as described in the fund’s Statement of Additional
Information) (1995-Present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ,
Inc., a public company providing professional business services,
products and solutions,
Director(1997-Present)
No. of Portfolios for which Board Member Serves:
97
———————
Joni Evans (79)
Board Member (2006)
Current term expires in 2024.
Principal Occupation During Past 5 Years:
· www.wowOwow.com,
an online community dedicated to women’s conversations and
publications,
Chief Executive Officer(2007-2019)
· Joni
Evans Ltd. publishing,
Principal
(2006-2019)
No. of Portfolios for which Board Member Serves:
18
———————
Joan Gulley (74)
Board Member (2017)
Current term expires in 2023.
Principal Occupation During Past 5 Years:
· Nantucket
Atheneum, public library,
Chair
(2018-June 2021) and
Director(2015-June
2021)
· Orchard
Island Club, golf and beach club,
Governor
(2016-Present)
No. of Portfolios for which Board Member Serves:
42
———————
63
BOARD MEMBERS INFORMATION (Unaudited) (continued)
Alan H. Howard (62)
Board Member (2018)
Current term expires in 2024.
Principal Occupation During Past 5 Years:
· Heathcote
Advisors LLC, a financial advisory services firm,
Managing Partner
(2008-Present)
· Dynatech/MPX
Holdings LLC, a global supplier and service provider of military
aircraft parts,
President(2012-2019);
and
Board Member
of its two operating subsidiaries, Dynatech International LLC and
Military Parts Exchange LLC (2012-2019), including
Chief Executive Officer
of an operating subsidiary, Dynatech International LLC
(2013-2019)
· Rossoff
& Co., an independent investment banking firm,
Senior Advisor
(2013-June 2021)
Other Public Company Board Memberships During Past 5 Years:
· Movado
Group, Inc., a public company that designs, sources, markets and
distributes watches,
Director
(1997-Present)
· Diamond
Offshore Drilling, Inc., a public company that provides contract
drilling services,
Director
(March 2020-April 2021)
No. of Portfolios for which Board Member Serves:
18
———————
Robin A. Melvin (58)
Board Member (1995)
Current term expires in 2022.
Principal Occupation During Past 5 Years:
· Westover
School, a private girls’ boarding school in Middlebury,
Connecticut,
Trustee(2019-Present)
· Mentor
Illinois, a non-profit organization dedicated to increasing the
quality of mentoring services in Illinois.
Co-Chair(2014–2020);
Board Member,
Mentor Illinois (2013-2020)
· JDRF,
a non-profit juvenile diabetes research foundation,
Board Member
(June 2021-Present)
Other Public Company Board Memberships During Past 5 Years:
· HPS
Corporate Lending Fund, a closed-end management investment company
regulated as a business development company,
Trustee
(August 2021-Present)
No. of Portfolios for which Board Member Serves:
75
———————
Burton N. Wallack (71)
Board Member (2006)
Current term expires in 2023.
Principal Occupation During Past 5 Years:
Wallack Management Company, a real estate management
company,
President and Co-owner
(1987-Present)
Other Public Company Board Memberships During Past 5 Years:
Mount Sinai Hospital Urology
Board Member(2017-Present)
No. of Portfolios for which Board Member Serves:
18
———————
64
Benaree Pratt Wiley (75)
Board Member (1998)
Current term expires in 2023.
Principal Occupation During Past 5 Years:
· The
Wiley Group, a firm specializing in strategy and business
development.
Principal(2005-Present)
Other Public Company Board Memberships During Past 5 Years:
· CBIZ,
Inc., a public company providing professional business services,
products and solutions,
Director
(2008-Present)
· Blue
Cross Blue Shield of Massachusetts
Director
(2004-2020)
No. of Portfolios for which Board Member Serves:
63
———————
Gordon J. Davis (80)
Advisory Board Member (2021)
Principal Occupation During Past 5 Years:
· Venable
LLP, a law firm Partner
(2012-Present)
No. of Portfolios for which Advisory Board Member Serves: 41
———————
The address of the Board Members and Officers is c/o BNY Mellon
Investment Adviser, Inc. 240 Greenwich Street, New York, New York
10286.
William Hodding Carter III, Emeritus Board Member
Ehud Houminer, Emeritus Board Member
Hans C. Mautner, Emeritus Board Member
65
OFFICERS OF THE FUND
(Unaudited)
DAVID
DIPETRILLO, President since January 2021.
Vice President and Director of Adviser since February 2021; Head of
North America Product, BNY Mellon Investment Management since
January 2018; Director of Product Strategy, BNY Mellon Investment
Management from January 2016 to December 2017. He is an officer of
57 investment companies (comprised of 107 portfolios) managed by
Adviser or an affiliate of Adviser. He is 43 years old and has been
an employee of BNY Mellon since 2005.
JAMES WINDELS, Treasurer since November 2001.
Vice President of Adviser since September 2020; Director–BNY Mellon
Fund Administration, and an officer of 58 investment companies
(comprised of 129 portfolios) managed by Adviser or an affiliate of
Adviser. He is 63 years old and has been an employee of Adviser
since April 1985.
PETER M. SULLIVAN, Chief Legal Officer since July 2021 and Vice
President and Assistant Secretary since March 2019.
Chief Legal Officer of Adviser since July 2021; Associate General
Counsel of BNY Mellon since July 2021;
Senior Managing Counsel of BNY Mellon from December 2020 to July
2021; Managing Counsel of BNY Mellon from March 2009 to December
2020, and an officer of 58 investment companies (comprised of 129
portfolios) managed by Adviser or an affiliate of Adviser. He is 53
years old and has been an employee of BNY Mellon since April
2004.
JAMES BITETTO, Vice President since August 2005 and Secretary since
February 2018.
Senior Managing Counsel of BNY Mellon since December 2019; Managing
Counsel of BNY Mellon from April 2014 to December 2019; Secretary
of Adviser, and an officer of 58 investment companies (comprised of
129 portfolios) managed by Adviser or an affiliate of Adviser. He
is 55 years old and has been an employee of Adviser since December
1996.
DEIRDRE CUNNANE, Vice President and Assistant Secretary since March
2019.
Counsel of BNY Mellon since August 2018; Senior Regulatory
Specialist at BNY Mellon Investment Management Services from
February 2016 to August 2018. She is an officer of 58 investment
companies (comprised of 129 portfolios) managed by Adviser or an
affiliate of Adviser. She is 31 years old and has been an employee
of Adviser since August 2018.
SARAH S. KELLEHER, Vice President and Assistant Secretary since
April 2014.
Vice President since February 2020 of BNY Mellon ETF Investment
Adviser; LLC; Senior Managing Counsel of BNY Mellon since September
2021; Managing Counsel from December 2017 to September 2021; Senior
Counsel of BNY Mellon from March 2013 to December 2017. She is an
officer of 58 investment companies (comprised of 129 portfolios)
managed by Adviser or an affiliate of Adviser. She is 46 years old
and has been an employee of Adviser since March 2013.
JEFF PRUSNOFSKY, Vice President and Assistant Secretary since
August 2005.
Senior Managing Counsel of BNY Mellon, and an officer of 58
investment companies (comprised of 129 portfolios) managed by
Adviser or an affiliate of Adviser. He is 56 years old and has been
an employee of Adviser since October 1990.
AMANDA QUINN, Vice President and Assistant Secretary since March
2020.
Counsel of BNY Mellon since June 2019; Regulatory Administration
Manager at BNY Mellon Investment Management Services from September
2018 to May 2019; Senior Regulatory Specialist at BNY Mellon
Investment Management Services from April 2015 to August 2018. She
is an officer of 58 investment companies (comprised of 129
portfolios) managed by Adviser or an affiliate of Adviser. She is
36 years old and has been an employee of Adviser since June
2019.
NATALYA ZELENSKY, Vice President and Assistant Secretary since
March 2017.
Chief Compliance Officer since August 2021 and Vice President since
February 2020 of BNY Mellon ETF Investment Adviser, LLC; Chief
Compliance Officer since August 2021 and Vice President and
Assistant Secretary since February 2020 of BNY Mellon ETF Trust;
Managing Counsel from December 2019 to August 2021 of BNY Mellon;
Counsel from May 2016 to December 2019 of BNY Mellon; Assistant
Secretary of Adviser from April 2018 to August 2021. She is an
officer of 57 investment companies (comprised of 128 portfolios)
managed by Adviser or an affiliate of Adviser. She is 36 years
old and has been an employee of BNY Mellon since May 2016.
GAVIN C. REILLY, Assistant Treasurer since December 2005.
Tax Manager–BNY Mellon Fund Administration, and an officer of 58
investment companies (comprised of 129 portfolios) managed by
Adviser or an affiliate of Adviser. He is 53 years old and has been
an employee of Adviser since April 1991.
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ROBERT SALVIOLO, Assistant Treasurer since May 2007.
Senior Accounting Manager–BNY Mellon Fund Administration, and an
officer of 58 investment companies (comprised of 129 portfolios)
managed by Adviser or an affiliate of Adviser. He is 54 years old
and has been an employee of Adviser since June 1989.
ROBERT SVAGNA, Assistant Treasurer since August 2005.
Senior Accounting Manager–BNY Mellon Fund Administration, and an
officer of 58 investment companies (comprised of 129 portfolios)
managed by Adviser or an affiliate of Adviser. He is 54 years old
and has been an employee of Adviser since November 1990.
JOSEPH W. CONNOLLY, Chief Compliance Officer since October
2004.
Chief Compliance Officer of the BNY Mellon Family of Funds and BNY
Mellon Funds Trust since 2004; Chief Compliance Officer of Adviser
from 2004 until June 2021. He is an officer of 57 investment
companies (comprised of 119 portfolios) managed by Adviser. He is
64 years old.
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OFFICERS AND DIRECTORS
BNY Mellon Strategic Municipal Bond Fund, Inc.
240 Greenwich Street
New York, NY 10286