BNY
MELLON HIGH YIELD STRATEGIES FUND
___________________________
Notice
of Annual Meeting
of Shareholders
___________________________
v
To
the Shareholders of BNY Mellon High
Yield Strategies Fund:
The
Annual Meeting of Shareholders of BNY Mellon High Yield Strategies Fund (the “Fund”),
a Massachusetts trust, will be held in a virtual meeting format only, on Tuesday, August 17, 2021 at 10:30 a.m., Eastern time for the
following purposes:
|
1.
|
To elect two Class I Trustees
to serve for a three-year
term and until their respective successors are duly elected and qualified.
|
|
2.
|
To transact
such other business as may properly come before
the meeting, or any adjournments or postponements thereof.
|
Due
to the public health and safety concerns of COVID 19, and to support the health and well-being
of our shareholders and officers, and other attendees, the
meeting will be held in a virtual format only.
You will not be able to attend the meeting in
person.
Shareholders
of record at the close of business on June
16, 2021 will be entitled to receive notice of
and to vote at the meeting. To participate in the meeting, you must
go to the meeting website at meetings.computershare.com/MQLLWAN,
and enter the control number found on your proxy card.
If
you hold your shares through an intermediary, such as a bank or broker, you must register in advance to attend the meeting. To register
you must submit proof of your proxy power (legal proxy) reflecting your Fund holdings along with your name and email address to Computershare
Fund Services, the Fund’s tabulator. You may forward an email from your intermediary or attach an image of your
legal proxy to shareholdermeetings@computershare.com. Requests for registration should be received
no later than 5:00 p.m., Eastern Time, on Tuesday, August 10, 2021. You will receive a confirmation
email from Computershare of your registration and a control number that will allow you to
vote at the meeting. For requests received after 5:00 p.m., Eastern Time, on Tuesday, August 10, 2021, Computershare will attempt to register
you, but may be unable to do so prior to the meeting.
Questions
from shareholders
to be considered
at the
meeting
must be
submitted to
BNY Mellon Investment
Management at
1-800-334-6899 or instsales@
bnymellon.com
no later than
5:00 p.m., Eastern
Time, on
Tuesday,
August 10, 2021. Only
questions that are pertinent, as determined by
the chairperson of the meeting, will be answered during the meeting, subject to time constraints.
Whether
or not you
plan to attend the meeting, we urge you
to vote and submit your proxy in
advance of the
meeting by one of the methods described
in the proxy materials for the meeting.
By
Order of the Board
James
Bitetto
Secretary
New
York, New
York
July
6, 2021
WE NEED YOUR PROXY
VOTE
A SHAREHOLDER
MAY THINK HIS OR HER VOTE IS NOT IMPORTANT, BUT IT IS VITAL. BY LAW, THE ANNUAL MEETING OF SHAREHOLDERS OF THE FUND WILL HAVE TO
BE ADJOURNED WITHOUT CONDUCTING ANY BUSINESS IF LESS THAN A QUORUM IS REPRESENTED. IN THAT EVENT, THE FUND, AT SHAREHOLDERS’ EXPENSE,
WOULD CONTINUE TO SOLICIT VOTES IN AN ATTEMPT TO ACHIEVE A QUORUM. CLEARLY, YOUR VOTE COULD BE CRITICAL TO ENABLE THE FUND TO HOLD THE
MEETING AS SCHEDULED, SO PLEASE RETURN YOUR PROXY CARD OR OTHERWISE VOTE PROMPTLY. YOU AND ALL OTHER SHAREHOLDERS WILL BENEFIT FROM YOUR
COOPERATION.
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BNY MELLON HIGH
YIELD STRATEGIES FUND
___________________________
PROXY
STATEMENT
___________________________
Annual
Meeting of Shareholders
to
be held on August 17, 2021
This
proxy statement is furnished in connection with a solicitation of proxies by the Board of Trustees (the “Board”) of BNY Mellon
High Yield Strategies Fund (the “Fund”) to be used at the Annual Meeting of Shareholders of the Fund to be held
on Tuesday, August 17, 2021 at 10:30
a.m., Eastern time, in a virtual meeting format
only, and at any and all adjournments or postponements thereof, for the purposes set forth
in the accompanying Notice of Annual
Meeting of Shareholders. Shareholders of record
at the close of business on June 16, 2021 are entitled to be present and to vote at the meeting.
Shareholders
are entitled to one vote for each Fund
share held and fractional votes for each fractional
Fund share
held. Shares represented by executed and unrevoked
proxies will be voted
in accordance with the specifications made thereon.
If the enclosed form of proxy is executed
and returned, or if you have voted by telephone
or through the Internet,
your vote nevertheless
may be revoked after it is received by
giving another proxy
by mail, by
calling the toll-free telephone number on the
proxy card or through the Internet
(including during the meeting). To be effective,
such revocation must be received
before your prior proxy
is exercised at the meeting.
A
quorum is constituted by the presence
in person or by proxy
of the holders of a majority of the shares of beneficial interest
issued and outstanding and entitled to vote at the meeting. Virtual attendance at the meeting constitutes in person
attendance for purposes of calculating a quorum. If
a quorum is not present at the meeting, the
shareholders present in person or by proxy,
by majority vote and without notice other than by announcement at the meeting, may adjourn the
meeting. There were 72,707,688 shares of beneficial interest of the Fund
outstanding as of June 16, 2021.
It
is estimated that proxy
materials will be mailed to shareholders of record
on or about July 6, 2021. To reduce expenses, only one copy of this proxy statement will
be mailed to certain addresses shared by two or more accounts. If you wish to revoke this arrangement and receive individual copies, you
may do so at any time by writing to the address or calling the phone number set forth below. The Fund
will
begin sending you individual copies promptly after receiving your request. The principal
executive office
of the Fund
is located at
240 Greenwich Street,
18th Floor, New York,
New York
10286. Copies of the Fund’s
most recent Annual Report
to Shareholders
are available upon request,
without charge, by writing to the Fund
at 144 Glenn Curtiss Boulevard, Uniondale, New York
11556-0144, or by calling toll-free
1-800-334-6899.
Important
Notice Regarding
Internet Availability
of Proxy
Materials for
the Annual Meeting of
Shareholders to
Be Held on
August 17,
2021: Th proxy
statement, and copies of
the Fund’s
most recent
Annual Report
to Shareholders
are available
at https://im.bnymellon.com/us/en/individual/products/closed-end-funds.jsp
.
PROPOSAL
1: ELECTION OF TRUSTEES
The
Board is
divided into three
classes with
the term
of office
of one
class expiring
each year. It is proposed
that shareholders of the Fund
consider the election of two Class I Trustees
to serve
for three-year
terms and until
their respective
successors are
duly elected
and qualified.
The individual
nominees (the
“Nominees”)
proposed
for election are
Francine J. Bovich and Stephen J.
Lockwood. Each Nominee currently
serves as a Trustee of the Fund and a board member of certain other funds in the BNY Mellon Family of Funds, and has previously been elected
by the Fund’s shareholders. Mr.
Lockwood has served as a Trustee since
the Fund’s inception and Ms. Bovich
has served as a Trustee since 2011. Each Nominee
was nominated by the Fund’s
nominating committee and has consented to being named in this proxy
statement and has agreed to continue to serve
as a Trustee if elected. Biographical
information about each Nominee is set forth below.
Biographical information about the Fund’s
Trustees
who are not standing for election at the meeting
but who will
continue to be
Trustees
of the Fund
(the “Continuing Trustees”),
information
on each Nominee’s
and Continuing
Trustee’s
ownership of
Fund shares and other relevant
information is set forth on Exhibit A. None
of the Nominees or the Continuing Trustees
are “interested persons,”
as defined in the Investment Company Act
of 1940, as amended (the “1940 Act”), of the Fund.
Th
persons named as proxies on the accompanying proxy card intend
to vote
each proxy
for the election of the Nominees, unless shareholders
specifically indicate on their proxies
the desire to withhold authority to vote
for elections to office. It is not contemplated that any Nominee
will be unable to serve as a Trustee
for any reason, but, if that should occur prior to the meeting, the proxyholders reserve the
right to substitute another person or persons of their choice as nominee or nominees.
Board’s
Oversight Role in Management. The Board’s
role in management of the Fund
is oversight. As is the case with virtually all investment
companies (as distinguished from operating companies), service
providers to the Fund, primarily BNY Mellon Investment
Adviser, Inc., the Fund’s investment adviser (the “Investment Adviser”) and its affiliates, have
responsibility for the day-to- day management of
the Fund, which
includes responsibility for risk management (including
management of investment risk,
valuation risk, issuer and counterparty credit
risk, compliance risk and operational risk). As part
of its oversight, the
Board, acting at its scheduled meetings, or the
Chairman, acting between
Board meetings,
regularly interacts with and
receives reports
from senior personnel of service
providers,
including senior personnel of the
Investment Adviser,
the Fund’s
and the Investment Adviser’s
Chief Compliance Officer and portfolio management personnel. The
Board’s
audit committee (which
consists of all
the Trustees)
meets during its
regularly scheduled
and special meetings, and between meetings the
audit committee chair is
available
to the
Fund’s
independent
registered public
accounting
firm and
the Fund’s
Chief Financial
Officer. The
Board also receives
periodic presentations from
senior personnel of the Investment Adviser
or its affiliates regarding risk management generally,
as well as
periodic presentations regarding specific
operational, compliance or investment areas, such as cybersecurity,
business continuity, personal trading, valuation,
credit and investment research. As warranted,
the Board also receives
informational reports from counsel to the Fund or
the Board’s own independent
legal counsel regarding regulatory compliance
and governance matters. The Board
has adopted policies and procedures designed
to address certain
risks to the Fund.
In addition, the Investment Adviser and
other service providers
to the Fund
have adopted a variety of
policies, procedures and
controls designed to
address particular risks to
the Fund. Different
processes, procedures and controls are employed
with respect to
different types of risks. However,
it is not possible to eliminate all of the risks applicable to
the Fund, and
the Board’s risk management oversight
is subject to inherent
limitations.
Board
Composition and Leadership Structure.
The 1940 Act requires
that at least 40% of the Fund’s Trustees
not be “interested persons” (as defined in the
1940 Act) of the Fund (“Independent
Trustees”)
and as such are not affiliated with the Investment Adviser.
To rely on certain
exemptive rules under the 1940 Act, a majority of the Fund’s
Trustees must be Independent
Trustees, and for certain
important matters, such as the approval of the investment advisory
agreement or transactions with affiliates, the 1940 Act or the rules
thereunder require the approval of a majority
of the Independent Trustees.
Currently,
all of the Fund’s Trustees,
including the Chairman
of the Board,
are Independent
Trustees.
The Board
has determined that its leadership structure, in
which the Chairman of the Board is not affiliated
with the Investment Adviser,
is appropriate in light of the specific characteristics and circumstances
of the Fund, including, but not limited to: (i)
the services that the Investment Adviser and its affiliates provide to the
Fund and potential conflicts of interest
that could arise from these relationships;
(ii)
the extent to which the day-to-day operations of the Fund
are conducted by Fund
officers and employees of the Investment
Adviser and its affiliates; and (iii) the Board’s oversight
role in management of the Fund.
Information
About Each Nominee’s
and Continuing Trustee’s
Experience, Qualifications, Attributes or Skills.
Nominees for Trustee
of the Fund, together
with information as to their positions with the Fund,
principal occupations and other board memberships for the past five years, are shown below.
The address of each Nominee is 240 Greenwich
Street, New York,
New York
10286. Specific information about the Continuing
Trustees, information on each Nominee’s
and Continuing Trustee’s
ownership of Fund
shares, and other relevant information is set
forth on Exhibit A.
Nominees for Class I Trustees with
Terms Expiring in 2024
Name (Age) of Nominee
Position with Fund (Since)
|
Principal Occupation
During Past 5 Years
|
Other Public Company
Board Memberships
During Past 5 Years
|
|
|
|
FRANCINE J. BOVICH (69)
Class I Trustee (2011)
|
Trustee, The Bradley
Trusts, private trust funds
(2011 – present)
|
Annaly Capital Management,
Inc., a real estate investment
trust, Director (2014 –
present)
|
|
|
|
STEPHEN J. LOCKWOOD (74)
Class I Trustee (1998)
|
Chairman of the Board,
Stephen J. Lockwood and
Company LLC, a real estate
investment company (2000
– present)
|
None
|
Mr.
Lockwood has been a BNY Mellon Family of Funds
board member for over
20 years, and Ms. Bovich has been in the asset management business for over 40 years.
Additional information about each Nominee follows (supplementing
the information provided in the table above)
that describes some of the specific experiences, qualifications, attributes or skills that
each Nominee possesses which the Board believes has prepared them to be effective Trustees
(this information for Continuing Trustees
is set forth on Exhibit A). The Board believes that the
significance of each Trustee’s
experience, qualifications, attributes or skills is an individual matter (meaning that experience that is important
for one Trustee
may not have the same value
for another) and that these factors are best evaluated
at the Board level, with no single Trustee,
or particular factor,
being indicative of Board effectiveness. However,
the Board believes that Trustees
need to have the ability to critically review,
evaluate, question and discuss information provided to them, and to interact effectively with
Fund management, service
providers and counsel, in order to exercise effective business judgment in the performance
of their duties; the Board believes that its members satisfy this standard. Experience relevant
to having this ability may be achieved through a Trustee’s
educational background; business or professional training or practice (e.g., medicine, accounting or law); public service
or academic positions; experience from service as a board member
(including the Board of the Fund) or as an executive
of investment funds, public companies or significant private or not-for-profit entities or
other organizations; and/or other life experiences. The charter
for the Board’s nominating committee contains certain
other factors considered by the committee in identifying and
evaluating potential Trustee
nominees. To assist them in evaluating matters
under federal and state law, the Trustees
are counseled by their independent legal counsel,
who participates in Board meetings and interacts
with the Investment Adviser and also may benefit
from information provided by the Investment Adviser’s
counsel
and
counsel to the Fund;
both Board and Fund
counsel have significant experience advising
funds and fund board members. The Board and its committees have the ability to engage other
experts as appropriate. The Board
evaluates its performance on an annual basis.
Francine
J. Bovich — Ms. Bovich currently also serves as a Trustee for The Bradley Trusts,
private trust funds, and as a Director of Annaly Capital Management, Inc. She is an Emeritus Trustee
of Connecticut College, and served as Trustee from 1986 to 1997. She currently serves
as a member of the Investment Committee (formerly, the Investment Sub Committee) for Connecticut
College’s endowment fund and served as Chair of the Investment Sub Committee until
June 2020. From April 1993 until September 2010, Ms. Bovich was a Managing Director at Morgan
Stanley Investment Management, holding various positions including
Co-Head of Global Tactical Asset Allocation Group,
Operations Officer, and Head of the U.S. Institutional
Equity Group. Prior to joining Morgan Stanley Investment
Management, Ms. Bovich
was Principal, Executive Vice
President and Senior Portfolio Manager at Westwood Management Corporation, where
she worked from 1986 until 1993. From 1980 to 1986, she worked at CitiCorp Investment
Management, Inc. as Managing Director and
Senior Portfolio Manager. From 1973 to 1980, Ms.
Bovich was an Assistant Vice President and Equity Portfolio Manager at Bankers Trust Company.
From 1991 to 2005, she served as U.S. Representative
to the United Nations Investments Committee, advising a global portfolio of approximately
$30 billion.
Stephen J. Lockwood
— Mr. Lockwood’s business experience of over 40 years includes being a board
member and/or officer of various financial institutions,
including insurance companies, real estate investment companies and venture capital
firms. Mr. Lockwood serves as Managing Director and Chairman of the Board
of Stephen J. Lockwood
and Company LLC, a real estate investment
company. Mr. Lockwood was formerly the Vice Chairman and a member
of the Board of Directors of HCC Insurance
Holdings, Inc., a New York Stock Exchange-listed
insurance holding company.
Fund
Board Committees. The Fund
has standing audit, nominating and litigation committees, each comprised of the Fund’s
Independent Trustees.
The Fund also has a compensation committee comprised of all members of the Board.
The function
of the audit committee is (1) to oversee the Fund’s
accounting and financial reporting processes and the audits of the Fund’s
financial statements and (2) to assist in the Board’s
oversight of the integrity of the Fund’s
financial statements, the Fund’s
compliance with legal and regulatory requirements and
the qualifications, independence and performance of the Fund’s
independent registered public accounting firm. A copy of the Fund’s
Audit Committee Charter,
which describes the audit committee’s
purposes, duties and
responsibilities,
is available at www.bnymellonim.com/us
in the “Closed-End Funds” section
under “Investments.”
The
Fund’s nominating
committee is responsible
for selecting and nominating persons as members of
the Board for
election or appointment by the Board
and for election by
shareholders. In evaluating potential nominees, including any nominees recommended
by shareholders, the committee takes into consideration
the factors listed in the Fund’s
Nominating Committee
Charter and Procedures (the “Nominating
Committee Charter”),
including character and integrity and business and professional experience. The nominating committee
may consider whether a potential nominee’s
professional experience, education, skills and other
individual qualities and attributes, including gender,
race or national origin, would provide
beneficial
diversity
of skills,
experience
or perspective
to the Board’s
membership
and collective attributes. Such
considerations will vary based on the
Board’s existing membership and other factors,
such as the strength of a potential
nominee’s overall
qualifications relative to
diversity considerations. The committee
will consider recommendations
for nominees
from shareholders
submitted
to the Secretary
of the
Fund, c/o
BNY Mellon Investment Adviser, Inc.
Legal Department,
240 Greenwich Street, 18th Floor, New
York, New
York 10286, and
including information regarding
the recommended nominee as specified in
the Nominating Committee
Charter. The
Nominating Committee Charter
is not available on
the Fund’s website or the Investment Adviser’s website, but
was attached as Exhibit B to
the Fund’s proxy statement for the 2019
annual shareholders meeting (filed with the Securities and Exchange Commission (the “SEC”)
on June 28, 2019).
The
function of the compensation committee is to establish the appropriate compensation for serving on the Board.
The
litigation committee seeks to address any potential conflicts of interest
between the Fund
and the Investment Adviser in connection
with any potential or existing litigation or other legal proceeding relating to securities
held by the Fund
and held or otherwise deemed to have a beneficial interest
held by the Investment
Adviser or its affiliate.
The
Fund also
has a standing pricing
committee comprised of
any one Trustee.
The function of the pricing committee
is to assist
in valuing the
Fund’s investments.
Compensation.
Each Nominee also serves as a Board member of
certain other funds in the BNY Mellon Family of Funds.
Annual retainer fees and meeting attendance fees
are allocated among the Fund
and those other funds on the basis of net assets, with
the Chairman of the Board,
Mr. DiMartino,
receiving an additional 25% of such compensation.
The Fund reimburses Trustees
for travel and out-of- pocket expenses in connection with attending Board
or committee meetings. The Fund does
not have a bonus,
pension, profit-sharing or retirement
plan. Each
emeritus Trustee is entitled to receive an annual retainer of one-half the amount paid as
a retainer at the time the Trustee became emeritus and a per meeting attended fee of one-half the amount
paid to Trustees.
The
amount of compensation paid to each Nominee by
the Fund for the fiscal year
ended March 31, 2021 and the aggregate
amount of compensation paid to each Nominee by
all funds in the fund complex (which comprises
registered investment companies for which the Investment Adviser or an affiliate of the Investment Adviser serves as investment
adviser) for which the Nominee was a board
member during 2020, was as follows†:
Name
of Nominee
|
Compensation
from
the
Fund
|
Aggregate
Compensation from
the Fund
and Fund Complex
Paid
to Nominee (*)
|
|
|
|
Francine J. Bovich
|
$6,048
|
$676,250 (69)
|
Stephen J. Lockwood
|
$5,725
|
$202,000 (22)
|
† Amounts
shown do not include expenses reimbursed to Trustees for attending Board meetings.
|
*
|
Represents
the number of separate portfolios comprising the investment
companies in the fund complex, including the Fund,
for which the Nominee served as a board
member in 2020.
|
For
the Fund’s
most recent fiscal
year, the
number of Board
and committee meetings held
and the amount
of compensation paid
by the Fund
to each Continuing
Trustee
and the aggregate amount of compensation
paid by all funds in
the fund complex (which comprises registered investment
companies for which the
Investment Adviser or an affiliate of the Investment
Adviser serves as investment adviser)
for which each such person was
a board member in 2020 are set forth
on Exhibit A.
Certain other information concerning the
Fund’s
Trustees
and officers
also is set
forth
on Exhibit
A.
Required
Vote
The
election of each Nominee requires the approval
of a majority of shares of the Fund
represented in person or by
proxy and entitled to vote
at the meeting, if a quorum is present.
ADDITIONAL
INFORMATION
Selection
of Independent Registered Public
Accounting Firm
The
1940 Act
requires that
the Fund’s
independent
registered
public
accounting
firm (the “independent auditors” or “auditors”)
be selected by a majority of the
Independent Trustees.
The audit committee has direct responsibility for the
appointment, compensation, retention and oversight
of the Fund’s independent auditors.
At a meeting held on April 29, 2021, the Fund’s
audit committee approved
and the Fund’s
Board, including a majority of the Independent
Trustees,
ratified
and approved
the selection of KPMG LLP as the independent auditors for the
Fund’s fiscal year
ending March
31, 2022. The audit
committee’s
report relating
to the Fund’s financial statements for
the year ended March
31, 2021 is attached as Exhibit B to this proxy
statement.
Independent
Registered Public Accounting
Firm Fees
and Services
The
following chart reflects fees billed by
KPMG LLP in the Fund’s
last two fiscal years. For
Service Affiliates (i.e.,
the Investment Adviser and any entity controlling,
controlled by
or under common control
with the Investment Adviser that provides
ongoing services to the
Fund), such fees represent
only those fees that required
pre- approval by
the audit
committee, except
the Aggregate
Non-Audit
Fees amounts,
which include all non-audit fees billed by KPMG LLP to the Fund
and Service Affiliates. All services provided
by KPMG
LLP were pre-approved
as required.
|
Fund1
|
Service Affiliates1
|
Audit Fees
|
$105,960/$105,960
|
N/A
|
Audit-Related Fees2
|
$5,450/$5,450
|
$0/$0
|
Tax Fees3
|
$2,730/$0
|
$0/$0
|
All Other Fees
|
$0/$0
|
$0/$0
|
Aggregate Non-Audit Fees4
|
N/A
|
$463,000/$472,000
|
1
For the
Fund’s fiscal years
ended March 31, 2020/March
31, 2021.
2
Services
to the Fund consisted of one or more
of the following: (i) agreed upon procedures
related to
compliance
with Internal Revenue
Code section 817(h), (ii) security counts required by
Rule 17f-2 under the 1940 Act, (iii) advisory
services as to the accounting or disclosure treatment of Fund transactions or events
and (iv) advisory services to the accounting or disclosure treatment
of the actual or potential impact to the Fund of final or proposed rules, standards
or interpretations by
the SEC, the Financial Accounting
Standards Boards
or other regulatory or standard-setting bodies.
3
Services
to the Fund consisted of review
of U.S. federal, state, local and excise tax returns.
4
Aggregate
non-audit fees billed by KPMG to the Fund and
Service Affiliates are shown under the
Service
Affiliates column.
Audit
Committee Pre-Approval
Policies and Procedures. The Fund’s
audit committee has established policies and procedures
(the “Policy”) for pre-approval
(within specified fee limits) of KPMG LLP’s engagement for audit and non-audit services
to the Fund and non-audit services to Service
Affiliates without specific case-by-case consideration. The pre-approved services in the Policy
can include pre-approved
audit services, pre-approved audit-related
services, pre-approved tax services and pre-approved
all other services. Pre-approval
considerations include whether the proposed services are compatible with maintaining KPMG
LLP’s independence. Pre-approvals
pursuant to the Policy are considered annually.
In addition, proposed services requiring pre-approval
but not covered by
the Policy are
considered from time to time as necessary.
Auditor
Independence.
The Fund’s
audit committee has
considered whether the provision
of non-audit services that were rendered to Service Affiliates that did not require
pre-approval is compatible with maintaining
KPMG LLP’s independence.
A
representative of KPMG LLP will be available to join the meeting,
will have the opportunity to make
a statement and will be available to respond
to appropriate questions.
Service Providers
BNY
Mellon Investment Adviser, Inc., located at 240 Greenwich Street, New
York, New
York 10286, serves as the Fund’s
investment adviser.
The
Bank of New
York Mellon
(“BNY Mellon”), an affiliate of the Investment Adviser, located at 240 Greenwich Street,
New York,
New York
10286, acts as Custodian
for the assets of the Fund.
Computershare
Inc., located at 480 Washington
Boulevard, Jersey
City, New
Jersey 07310, acts as the Fund’s
Transfer Agent,
Dividend-Paying Agent and Registrar.
Voting
Information
To vote, you may use any
of the following methods:
|
•
|
By Mail. Please complete, date and sign the enclosed proxy card and mail
it in the enclosed, postage-paid envelope.
|
|
•
|
By Internet. Have your proxy card available. Go to the website listed on
the proxy card. Enter your control number from your proxy card. Follow the instructions on the website.
|
|
•
|
By Telephone. Have your proxy card available. Call the toll-free number
listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions.
|
|
•
|
At the Meeting. Any shareholder who attends the meeting may provide voting
instructions by Internet (see above) during the meeting.
|
Shares
represented by executed and unrevoked proxies will
be voted in
accordance with the specifications made thereon, and, if no voting instructions are given, shares will be voted “for” a proposal.
If
a proxy is properly executed and returned accompanied by
instructions to withhold authority to vote
or represents a broker “non-vote”
(that is, a proxy
from a broker or nominee indicating that such person has not received instructions
from the beneficial owner or other person entitled
to vote shares of the Fund
on a particular matter with respect to which the broker or nominee does not have discretionary
power), the Fund’s
shares represented thereby will be considered
to
be
present at the meeting for purposes of determining the existence of a quorum for the transaction
of business, but will not constitute a vote “for”
a proposal and will have the effect of voting
“No” for the proposal.
The
Fund will bear the cost of
soliciting proxies. In addition
to the use of
the mails, proxies
may be solicited by
telephone. Authorizations to execute
proxies may be
obtained by
electronic transmission or
by telephonic instructions in accordance
with procedures designed to
authenticate the shareholder’s
identity. In all cases
where a telephonic proxy is
solicited (as opposed
to where the
shareholder calls the toll-free
telephone number directly to vote),
the shareholder will be
asked to provide
or confirm certain
identifiable information and to confirm
that the shareholder has
received the Fund’s
proxy statement and proxy
card in the mail. Within
72 hours of
receiving a shareholder’s
solicited telephonic voting
instructions, a confirmation will be
sent to the
shareholder to ensure that
the vote has been taken
in accordance with
the shareholder’s instructions
and to provide
a telephone number to call
immediately if the
shareholder’s instructions
are not correctly reflected in
the confirmation
OTHER MATTERS
The Fund’s
Board is not aware
of any other matter which may come before the meeting. However,
should any such matter properly come before the
meeting, it is the intention of the persons named in the accompanying form of proxy
to vote the proxy
in accordance with their judgment on such matter.
Any proposals
of shareholders that are intended to be presented
at the Fund’s 2022 Annual Meeting
of Shareholders in accordance
with Rule 14a-8 under the Securities
Exchange Act of 1934, as amended (the “Exchange
Act”), must be received
by the Secretary
of the Fund at the Fund’s
principal executive offices no later than March 8, 2022 and must comply with all other legal
requirements in order to be included in the Fund’s
proxy statement and form of proxy for that meeting. For
other shareholders proposals to be presented at the 2022 Annual Meeting of Shareholders (but not
included in the Fund’s proxy statement),
a shareholder’s notice must be delivered
to the Secretary of the Fund
at the Fund’s principal executive
offices no later than 5:00 p.m., Eastern time,
on May 18, 2022.
Shareholders
who wish to
communicate with Trustees
should send communications
to the attention of
the Secretary
of the Fund,
c/o BNY Mellon Investment
Adviser, Inc. Legal Department,
240 Greenwich Street,
18th Floor,
New York, New York
10286, and communications
will be directed
to the Trustee
or Trustees
indicated in the
communication or,
if no Trustee
or Trustees
are indicated,
to the Chairman
of the Board.
NOTICE TO
BANKS, BROKER/DEALERS
AND VOTING
TRUSTEES AND
THEIR NOMINEES
Please
advise the Fund, in care of Computershare Inc.,
Proxy Department, 480 Washington
Blvd., 27th Floor,
Jersey City,
New Jersey
07310, whether other persons are the beneficial owners
of the shares for which proxies
are being solicited and, if so, the number of
copies of the
proxy
statement and other soliciting material you wish to receive
in order to supply copies to the beneficial owners
of shares. The Fund may pay persons holding shares of the Fund in their names or those of
their nominees for their expenses in sending soliciting materials to their principals.
IT
IS IMPORTANT THAT PROXIES BE
RETURNED PROMPTLY.
THEREFORE, SHAREHOLDERS WHO DO NOT EXPECT
TO ATTEND
THE MEETING ARE
URGED TO COMPLETE,
SIGN, DATE AND
RETURN THE ENCLOSED
PROXY CARD IN
THE ENCLOSED STAMPED
ENVELOPE OR OTHERWISE VOTE PROMPTLY.
Dated:
July 6, 2021
EXHIBIT
A PART I
Part
I sets forth information regarding the Continuing Trustees,
Board and
committee meetings and share
ownership.
Information
About the Continuing Trustees’
Experience, Qualifications
Attributes or Skills.
Th Continuing Trustees
of the Fund,
together with information as to their positions
with the Fund, principal occupations and other
board memberships for the past five years, are shown
below. The address
of each Continuing Trustee is 240 Greenwich Street,
New York,
New York
10286.
Continuing Class II Trustees with
Terms Expiring in 2022
Name (Age) of
Continuing Trustee
Position with Fund (Since)
|
Principal Occupation
During Past 5 Years
|
Other Public Company
Board Memberships
During Past 5 Years
|
ROSLYN
M. WATSON (71)
Class
II Trustee (1998)
|
Principal, Watson Ventures,
Inc., a real estate investment
company (1993 – present)
|
American Express Bank, FSB,
Director (1993 – 2018)
|
|
|
|
BENAREE
PRATT WILEY (75)
Class
II Trustee (1998)
|
Principal, The Wiley Group, a
firm specializing in strategy
and business development
(2005 – present)
|
CBIZ, a public company providing
professional business services,
products and solutions, Director
(2008 – present)
Blue Cross-Blue Shield of
Massachusetts, Director
(2004 – present)
|
Continuing Class III Trustees
with Terms Expiring in 2023
Name (Age) of
Continuing Trustee
Position with Fund (Since)
|
Principal Occupation
During Past 5 Years
|
Other Public Company
Board Memberships
During Past 5 Years
|
JOSEPH
S. DiMARTINO (77)
Chairman of the Board
Class
III Trustee (1998)
|
Director or Trustee of funds
in the BNY Mellon Family of
Funds and certain other
entities (as listed herein)(1995 – present)
|
CBIZ, a public company
providing professional business
services, products and solutions,
Director (1997 – present)
|
|
|
|
ANDREW
J. DONOHUE (70)
Class
III Trustee (2019)
|
Attorney, Solo Law Practice
(2019 – Present)
Of Counsel, Shearman &
Sterling LLP (September 2017
– July 2019)
Chief of Staff to the Chair of
SEC (2015 – 2017)
|
Oppenheimer Funds (58 funds),
Director (2017 – 2019)
|
Continuing Class III Trustees with Terms Expiring in 2023 (continued)
Name (Age) of
Continuing Trustee
Position with Fund (Since)
|
Principal Occupation
During Past 5 Years
|
Other Public Company
Board Memberships
During Past 5 Years
|
KENNETH
A. HIMMEL (75)
Class
III Trustee (1998)
|
Managing Partner, Gulf
Related, an international real
estate development company
(2010 – present)
President and CEO, Related
Urban Development, a real
estate development company
(1996 – present)
CEO, American Food
Management, a restaurant
company (1983 – present)
President and CEO, Himmel
& Company, a real estate
development company (1980
– present)
|
None
|
Each
Continuing Trustee, with the exception of Mr. Donohue, has been a BNY Mellon Family of Funds board member for over 20 years. Mr. Donohue
has over 40 years experience in the investment funds industry. Additional information about
the Continuing Trustees follows
(supplementing the information provided in the
table above) that describes some of the specific
experiences, qualifications, attributes or skills that each Continuing Trustees
possess which the Board believes has prepared
them to be effective Trustees.
CLASS
II
Roslyn
M. Watson — Ms. Watson
has been a business entrepreneur in commercial and residential real estate for over 15 years.
Ms. Watson currently serves as President and Founder of Watson Ventures, Inc., a real estate development
investment firm, and her board memberships include American Express Bank,
FSB (until 2018), The Hyams Foundation, Inc. (emeritus), Pathfinder International
and Simmons College. Previously, she held various positions in the public and private sectors,
including General Manager for the Massachusetts Port Authority. She has received numerous awards, including the Woman of Achievement
award from the Boston Big Sister Association and the Working Woman of the Year Award from Working Woman Magazine.
Benaree
Pratt Wiley — Ms. Wiley is a corporate director and trustee.
For fifteen years,
Ms. Wiley was the President
and Chief Executive Officer of The Partnership,
Inc., an organization that strengthened
Greater Boston’s
capacity to attract, retain
and develop talented professionals of color.
Ms. Wiley currently
serves on the
boards of Blue
Cross Blue
Shield of Massachusetts
and CBIZ (NYSE:CBZ). She has served as
the Chair of Pepsi Co’s African American
Advisory Board, and formerly served on the board
of First Albany (NASDAQ:
FACT).
Her civic activities include serving
on the boards
of Dress
for Success Boston,
Partners Continuing
Care and
Spaulding Hospital,
the Black Philanthropy
Fund and
Howard University
where she serves as Vice
Chair.
CLASS
III
Joseph
S. DiMartino — Mr.
DiMartino has been
the Chairman of
the Board of the funds
in the BNY Mellon Family of
Funds for over
25 years. From 1971
through 1994, Mr. DiMartino
served in various roles as
an employee of The
Dreyfus Corporation (prior to its acquisition
by a predecessor of
BNY Mellon in August
1994 and related management changes), including portfolio
manager, President, Chief Operating Officer and
a director. He ceased
being an employee or
director of Th
Dreyfus Corporation by
the end of 1994.
From July 1995 to November 1997,
Mr. DiMartino served as
Chairman of the Board
of The Noel
Group, a public buyout firm in
that capacity, he helped
manage, acquire, take public and liquidate
a number of operating
companies. From 1986 to 2010, Mr. DiMartino served
as a Director of
the Muscular Dystrophy Association.
Andrew J. (Buddy)
Donohue — Mr. Donohue, who
has worked as a solo
law practitioner since 2019, has
over 40 years of experience in the
investment funds industry, in both senior
government and private sector roles. Mr. Donohue served as Chief of Staff to the Chair of the SEC from 2015
to 2017, and previously served as the Director of the
SEC’s Division of Investment
Management from 2006 to 2010, where he was effectively the
most senior regulator for the U.S. investment
funds industry. Mr. Donohue was Global
General Counsel of Merrill Lynch Investment
Managers from 2003 to 2006, Executive Vice President and General
Counsel of Oppenheimer Funds, Inc.
from 1991 to 2001 and Investment Company
General Counsel of Goldman Sachs
from 2012 to 2015. Most recently, Mr. Donohue was
an independent director of the
Oppenheimer Funds from 2017 to 2019 and Of Counsel at the
law firm of Shearman & Sterling
LLP from September 2017 to
July 2019. Mr.
Donohue has been an officer, director and
counsel for numerous investment advisers, broker dealers, commodity trading advisers,
transfer agents and
insurance companies, and has served on the boards of business
development companies, registered open-end funds, closed-end funds, exchange-traded funds and
off-shore investment funds. He has also served as chairman of the
American Bar Association’s Investment
Companies and Investment Advisers Subcommittee, editor of
the ABA Fund Director’s Guidebook and,
since 2018, director of the
Mutual Fund Directors Forum, a leading funds industry
organization. Mr. Donohue also is
an adjunct professor teaching investment management law
at Brooklyn Law School.
Kenneth
A. Himmel — Mr. Himmel
has over 30
years’ experience as a business
entrepreneur, primarily focusing on real
estate development. Mr. Himmel
is President and
Chief Executive Officer
of Related Urban Development, a leading developer
of large-scale mixed-use properties and a division
of Related Companies, L.P,
and Managing Partner of Gulf Related,
a real estate development joint
venture between Related Companies, L.P.
and Gulf Capital.
Nominees’
and Continuing Trustees’
Ownership of Fund Shares. The table below
indicates the dollar range of the Nominees’
and the Continuing Trustees’
ownership of Fund
shares and shares of other funds in the BNY Mellon
Family of Funds,
in each case as of December 31, 2020.
Name
of Continuing
Trustee
or Nominee
|
Fund
Shares
|
Aggregate
Holding of
Funds
in the
BNY
Mellon Family
of Funds
|
Francine J. Bovich*
|
None
|
None
|
Joseph S. DiMartino
|
Over $100,000
|
Over $100,000
|
Andrew J. Donohue
|
None
|
Over $100,000
|
Kenneth A. Himmel
|
None
|
None
|
Stephen J. Lockwood*
|
None
|
None
|
Roslyn M. Watson
|
None
|
$10,001 – $50,000
|
Benaree Pratt Wiley
|
None
|
$50,001 – $100,000
|
________________________
* Nominee
|
|
|
As
of December 31, 2020, none of the Nominees or
Continuing Trustees or their immediate family members
owned securities of the Investment Adviser or any person (other than a registered investment company) directly or indirectly controlling,
controlled by
or under common control with the Investment Adviser.
PERTAINING
TO THE BOARD
|
•
|
The Fund
held five Board meetings, five audit committee meetings, one nominating committee
meeting and zero compensation committee meeting
during the last fiscal year. The
litigation and pricing committees did not meet
during the last fiscal year.
|
|
•
|
The Fund does not have
a formal policy regarding Trustees’
attendance at annual meetings of shareholders. Trustees
did not attend last year’s
annual meeting of shareholders.
|
|
•
|
The Continuing Trustees
and all Nominees attended at least 75% of the meetings of the Board
and committees of which they were a member held in the last fiscal year.
|
Compensation Table.
The amount of compensation paid to each Continuing Trustee
by the Fund for the fiscal year
ended March 31, 2021,
and the aggregate amount of compensation paid to such Continuing Trustee by all funds in the
fund complex (which comprises registered investment companies for which the Investment Adviser
or an affiliate of the Investment Adviser serves as investment adviser) for which the Continuing Trustee
was a Board member during 2020, was as follows†:
Name
of
Continuing
Trustee
|
Compensation from
the Fund
|
Aggregate
Compensation from
the
Fund and Fund
Complex
Paid
to Continuing Trustee
(*)
|
Joseph DiMartino**
|
$7,109
|
$1,238,750 (118)
|
Andrew J. Donohue
|
$5,721
|
$491,250 (55)
|
Kenneth A. Himmel
|
$5,725
|
$199,000 (22)
|
Roslyn M. Watson
|
$5,689
|
$456,500 (55)
|
Benaree Pratt Wiley
|
$9,723
|
$660,500 (75)
|
†Amounts
shown do not include expenses reimbursed to Trustees
for attending Board Meetings.
*Represents
the number of separate portfolios comprising the investment companies in the fund
complex,
including the Fund, for which the Continuing
Trustees served as Board
members in 2020.
**Amounts
shown do not include the costs of office space and related parking, office supplies and
secretarial
services, which also are paid by the Fund (allocated among the funds in the BNY Mellon
Family
of Funds based on net assets). In 2020, the amount paid by the Fund was $177
PART
II
Part
II sets forth information regarding the officers of the Fund.
Each officer of the Fund holds office for an
indefinite term until his or her successor is elected and has qualified.
Name
and Position
with Fund
(Since)
|
Age
|
Principal
Occupation and Business
Experience
For Past Five
Years
|
DAVID DIPETRILLO
|
|
|
President1 (2019)
|
43
|
Vice President and Director of the
Investment Adviser since February
2021; Head of North American
Product, BNY Mellon Investment
Management since January 2018;
Director of Product Strategy, BNY
Mellon Investment Management
from January 2016 to December
2017. He is an officer of 56
investment companies (comprised
of 106 portfolios) managed by the
Investment Adviser.
|
JAMES WINDELS
|
|
|
Treasurer (2001)
|
62
|
Vice President of the Investment
Adviser since September 2020;
Director — BNY Mellon
Fund
Administration, and an officer
of 57
investment companies (comprised
of 129 portfolios)
managed by the
Investment Adviser.
|
JAMES BITETTO
|
|
|
Vice President and
Secretary2(2005)
|
54
|
Senior Managing Counsel of
BNY
Mellon since December 2019;
Managing Counsel of BNY Mellon
from April 2014 to November
2019;
and Secretary
of the Investment
Adviser, and an
officer of 57
investment companies (comprised
of 129 portfolios)
managed by the
Investment Adviser.
|
DEIRDRE CUNNANE
|
|
|
Vice President and Assistant
Secretary (2019)
|
30
|
Counsel of BNY Mellon since
August 2018; Senior Regulatory
Specialist at BNY Mellon
Investment Management Services
from February 2016 until August
2018. She is an officer of
57
investment companies (comprised
of 129 portfolios) managed
by the
Investment Adviser.
|
SARAH S. KELLEHER
|
|
|
Vice President and Assistant
Secretary (2014)
|
45
|
Managing Counsel of BNY Mellon
since December 2017; Senior
Counsel of BNY Mellon from
March 2013 to December 2017.
She
is an officer of 57 investment
companies (comprised of 129
portfolios) managed
by the
Investment Adviser.
|
JEFF S. PRUSNOFSKY
|
|
|
Vice President and Assistant
Secretary (2005)
|
56
|
Senior Managing
Counsel of BNY Mellon,
and an officer of 57 investment
companies (comprised of 129
portfolios) managed
by the
Investment Adviser.
|
AMANDA QUINN
|
|
|
Vice President and Assistant
Secretary (2020)
|
36
|
Counsel of BNY Mellon
since June
2019; Regulatory Administration
Manager at BNY Mellon Investment
Management Services from
September 2018 to May 2019;
Senior Regulatory Specialist
at BNY
Mellon Investment Management
Services from April 2015 to
August
2018. She is an officer of
57
investment companies (comprised
of 129 portfolios)
managed by the
Investment Adviser.
|
PETER SULLIVAN
|
|
|
Vice President and Assistant
Secretary (2019)
|
53
|
Senior Managing Counsel
of BNY
Mellon since December 2020;
Managing Counsel of BNY Mellon
from March 2009 to December
2020. He is an officer of
57
investment companies (comprised
of 129 portfolios)
managed by the
Investment Adviser.
|
NATALYA ZELENSKY
|
|
|
Vice President and Assistant
Secretary (2017)
|
36
|
Managing Counsel of BNY
Mellon
since December 2019; Counsel
of
BNY Mellon from May 2016 to
December 2019. She is an officer
of
57 investment companies
(comprised of 129 portfolios)
managed by the
Investment Adviser.
|
GAVIN C. REILLY
|
|
|
Assistant Treasurer (2005)
|
52
|
Tax Manager — BNY
Mellon Fund
Administration, and an officer
of 57
investment companies (comprised
of 129 portfolios)
managed by the
Investment Adviser.
|
ROBERT SALVIOLO
|
|
|
Assistant Treasurer (2007)
|
54
|
Senior Accounting Manager
- BNY
Mellon Fund Administration,
and an
officer of 57 investment companies
(comprised of 129 portfolios)
managed by the
Investment Adviser.
|
ROBERT SVAGNA
|
|
|
Assistant Treasurer (2005)
|
54
|
Senior Accounting Manager
– BNY
Mellon Fund Administration,
and an
officer of 57 investment companies
(comprised of 129 portfolios)
managed by the
Investment Adviser.
|
JOSEPH W. CONNOLLY
|
|
|
Chief Compliance Officer (2004)
|
64
|
Chief Compliance Officer
of the
BNY Mellon Family of Funds
and
BNY Mellon Funds Trust (56
investment companies, comprised
of 121 portfolios) since 2004;
Chief
Compliance Officer of the
Investment Adviser from 2004
to
June 2021.
|
_________________________________.
1
President since 2021; previously, Vice President.
2
Vice President
and Secretary since 2018; previously,
Vice President
and Assistant Secretary.
The address of each officer
of the Fund is 240 Greenwich Street,
New York,
New York
10286.
PART
III
Part
III sets forth information for the Fund regarding
the beneficial ownership of its shares
as of June 16, 2021 by the Nominees,
the Continuing Trustees and officers of the Fund
owning shares on such date and by
any shareholders owning
5% or more of the Fund’s
outstanding shares.
As
of June 16, 2021, the Nominees, Continuing Trustees
and officers, as a group, beneficially owned
less than 1% of the Fund’s outstanding
shares.
To
the Fund’s knowledge,
based on Schedule 13G filings as of June 16, 2021, the following
information with respect to beneficial ownership
of more than 5% of the Fund’s
outstanding shares has been reported.
Title
of Class
|
Name
and Address of
Beneficial
Owner
|
Number
of
Shares
Owned
|
Percent of Class
|
Common Shares
|
First
Trust Portfolios
L.P.*
First
Trust Advisors
L.P.*
The Charger Corporation*
120 East Liberty Drive
Suite
400
Wheaton, IL 60187
|
9,470,656
|
13.03%
|
* These entities
share voting and dispositive power with respect
to the share amount and percentage shown.
As
of June 16, 2021, Cede & Co., P.O.
Box 20, Bowling Green
Station, New
York, New
York 10274, held of record 99.36% of
the outstanding shares of beneficial interest
of the Fund.
EXHIBIT B
REPORT OF THE AUDIT
COMMITTEE
BNY Mellon High Yield Strategies
Fund
(the “Fund”)
May
25, 2021
The
audit committee oversees
the Fund’s
financial reporting
process on behalf of
the Board of Trustees.
Management has the primary responsibility
for the financial statements and the reporting process including the systems of internal controls.
In fulfilling its oversight responsibilities,
the committee reviewed and discussed the audited financial statements in the Annual Report
with management.
The
committee reviewed with the independent registered public accounting firm (the “independent
auditors” or “auditors”),
who are responsible for expressing an opinion
on the conformity of those audited financial statements with generally accepted accounting principles, their judgments as to the quality,
not just the acceptability,
of the Fund’s accounting principles and
such other matters as are required to be discussed with the committee under the applicable
standards of the Public
Company
Accounting
Oversight
Board (United
States)
(“PCAOB”)
and the
Securities and Exchange Commission. In addition, the committee has discussed with the independent
auditors the auditors’ independence from
management and the Fund including the auditors’
letter and the matters in the written disclosures required by
the PCAOB provided
to the committee.
Based
on the reviews and discussions referred to
above, the committee recommended
to the Board of Trustees
(and the Board approved)
that the audited financial statements for the Fund
be included in the Fund’s Annual Report
to Shareholders for the year
ended March
31, 2021.
Francine
J. Bovich, Audit Committee Chair
Joseph
S. DiMartino,
Audit Committee Member
Andrew J. Donohue,
Audit Committee Member
Kenneth
A. Himmel, Audit Committee Member
Stephen
J. Lockwood, Audit Committee Member
Roslyn
M. Watson, Audit
Committee Member
Benaree
Pratt Wiley,
Audit Committee Member
B-1
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