The Registrant has adopted a code of ethics
that applies to the Registrant's principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions. There have been no amendments
to, or waivers in connection with, the Code of Ethics during the period covered by this Report.
The aggregate fees
billed in the Reporting Periods for non-audit assurance and related services by the Auditor to the Registrant's
investment adviser (not including any sub-investment adviser whose role is primarily portfolio management
and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled
by or under common control with the investment adviser that provides ongoing services to the Registrant
("Service Affiliates"), that were reasonably related to the performance of the annual audit of the Service
Affiliate, which required pre-approval by the Audit Committee were $0 in 2023 and $0 in 2024.
The aggregate fees billed in the Reporting Periods for Non-Audit
Services by the Auditor to Service Affiliates, other than the services reported in paragraphs (b) through
(c) of this Item, which required pre-approval by the Audit Committee, were $0 in 2023 and $0 in 2024.
(f)
None of the hours expended on the principal accountant's engagement to audit the registrant's financial
statements for the most recent fiscal year were attributed to work performed by persons other than the
principal accountant's full-time, permanent employees.
BNY Mellon Strategic Municipals, Inc.
|
ANNUAL REPORT September 30, 2024 |
|
|
|
BNY Mellon Strategic Municipals, 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. |
|
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. |
|
Not FDIC-Insured • Not Bank-Guaranteed • May Lose Value |
Contents
T H E F U N D
F
O R M O R E I N F O R M AT I O N
Back Cover
|
|
Save time. Save paper. View your next shareholder report online as soon as it’s
available. Log into www.bny.com/investments and sign up for eCommunications. It’s simple and only takes
a few minutes. |
DISCUSSION
OF FUND PERFORMANCE (Unaudited)
How did the Fund perform last year?
For the 12-month period ended September
30, 2024, BNY Mellon Strategic Municipals, Inc. (the “fund”) produced a total return of 19.49% on
a net-asset-value basis and 26.86% on a market basis.1 Over the same period,
the fund provided aggregate income dividends of $.2280 per share, which reflects a distribution rate
of 3.50%.2 In comparison, the Bloomberg U.S. Municipal Bond Index (the
“Index”), the fund’s benchmark, posted a total return of 10.37% for the same period.3
What
affected the Fund’s performance?
· Early
in the period, the market was hampered by higher inflation and a tight monetary policy. The market rebounded
later in the period supported by anticipation that Fed rate-hiking was nearing an end and then additionally
by the Fed rate cut in September.
· Relatively
long duration and an emphasis on longer maturity bonds were major contributors to performance as rates
declined. Security selections also contributed, most notably in education and continuing care retirement
centers.
· Security
selection in certain other revenue bond sectors, including airports, detracted from performance.
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. Market
price per share, net asset value per share and investment return fluctuate.
2
Distribution rate per share is based upon dividends per share
paid from net investment income during the period, divided by the market price per share at the end of
the period, adjusted for any capital gain distributions.
3 Source: Lipper Inc. — The Bloomberg U.S. Municipal Bond
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 can not invest directly in any index.
2
FUND
PERFORMANCE (Unaudited)
Years Ended 9/30
* Source:
Lipper Inc.
Past performance is not predictive of future performance.
The above graph compares a hypothetical investment of $10,000 made in BNY Mellon
Strategic Municipals, Inc. on 09/30/2014 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.
3
FUND
PERFORMANCE (Unaudited) (continued)
| | | |
Average Annual Total Returns as of 9/30/2024 |
| 1
Year | 5 Years | 10 Years |
BNY Mellon Strategic
Municipals, Inc. Fund- Market Price | 26.86% | -0.87% | 2.75% |
BNY Mellon Strategic Municipals, Inc. Fund- Net Asset Value | 19.49% | 1.05% | 3.40% |
Bloomberg
U.S. Municipal Bond Index | 10.37% | 1.39% | 2.52% |
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.bny.com/investments
for 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.
4
DISTRIBUTION
INFORMATION (Unaudited)
The following information regarding the
fund’s distributions is current as of September 30, 2024, 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.
| | | | | | | |
Distributions |
| Current Month Percentage
of Distributions | Fiscal
Year Ended Per Share Amounts |
| Net
Investment Income | Realized
Gains | Return of Capital | Total Distributions | Net
Investment Income | Realized
Gains | Return
of Capital |
BNY
Mellon Strategic Municipals, Inc. | 100.00% | .00% | .00% | $.23 | $.23 | $.00 | $.00 |
5
SELECTED
INFORMATION
September
30, 2024 (Unaudited)
| | | | |
Market Price per share September 30, 2024 | $6.51 | |
Shares Outstanding September 30, 2024 | 62,290,854 | |
New York Stock Exchange Ticker Symbol | LEO | |
MARKET PRICE (NEW YORK
STOCK EXCHANGE) |
Fiscal Year Ended
September 30, 2024 |
| Quarter | Quarter | Quarter | Quarter |
| Ended | Ended | Ended | Ended |
| December 31, 2023 | March 31, 2024 | June 30, 2024 | September 30, 2024 |
High | $5.96 | $6.10 | $6.13 | $6.60
|
Low | 5.01 | 5.82 | 5.84 |
6.10 |
Close |
5.86 | 6.10 | 6.12 | 6.51 |
PERCENTAGE
GAIN (LOSS) based on change in Market Price† |
September
23, 1987 (commencement of operations) through September 30, 2024 | 630.48% |
October 1, 2014 through
September 30, 2024 | 31.12 |
October
1, 2019 through September 30, 2024 | (4.26) |
October
1, 2023 through September 30, 2024 | 26.86 |
January
1, 2024 through September 30, 2024 | 14.22 |
April
1, 2024 through September 30, 2024 | 8.69 |
July
1, 2024 through September 30, 2024 | 7.32 |
NET
ASSET VALUE PER SHARE | |
September 23, 1987 (commencement of operations) | $9.32 |
September 30, 2023 | 6.30 |
December
31, 2023 | 7.00
|
March 31, 2024 | 7.00
|
June 30, 2024 | 7.04
|
September 30, 2024 | 7.25
|
PERCENTAGE GAIN (LOSS) based on change in Net
Asset Value† | |
September 23, 1987
(commencement of operations) through September 30, 2024 | 772.54% |
October
1, 2014 through September 30, 2024 | 39.65
|
October 1, 2019 through September 30, 2024 | 5.36 |
October 1, 2023 through
September 30, 2024 | 19.49
|
January 1, 2024 through September 30, 2024 | 6.46 |
April 1, 2024 through
September 30, 2024 | 5.46
|
July 1, 2024 through September 30, 2024 | 3.87 |
† Total return includes reinvestment of dividends and any capital
gains paid.
6
STATEMENT
OF INVESTMENTS
September 30, 2024
| | | | | | | | | |
|
Description | Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% | | | |
Alabama - 3.9% | | | | | |
Alabama
Special Care Facilities Financing Authority, Revenue Bonds (Methodist Home for the Aging Obligated
Group) | | 6.00 | | 6/1/2050 | | 5,970,000 | | 5,892,466 | |
Black Belt Energy Gas
District, Revenue Bonds, Refunding (Gas Project) Ser. D1 | | 5.50 | | 2/1/2029 | | 5,555,000 | a | 6,012,704 | |
Jefferson County, Revenue Bonds, Refunding | | 5.25 | | 10/1/2049 | | 2,500,000 | | 2,724,437 | |
Jefferson County, Revenue Bonds, Refunding | | 5.50 | | 10/1/2053 | | 1,250,000 | | 1,377,366 | |
Selma Industrial Development Board, Revenue Bonds, Refunding
(International Paper Co.) Ser. A | | 3.45 | | 10/1/2031 | | 1,475,000 | a | 1,486,890 | |
| 17,493,863 | |
Alaska
- .6% | | | | | |
Northern Tobacco Securitization Corp., Revenue Bonds, Refunding,
Ser. A | | 4.00 | | 6/1/2050 | | 3,000,000 | | 2,794,516 | |
Arizona
- 5.6% | | | | | |
Arizona Industrial Development Authority, Revenue Bonds (Academics
of Math & Science Project) | | 5.00 | | 7/1/2054 | | 1,275,000 | b | 1,278,107 | |
Arizona Industrial Development Authority, Revenue Bonds (Legacy
Cares Project) Ser. A | | 6.00 | | 7/1/2051 | | 1,000,000 | b,c | 40,000 | |
Arizona Industrial Development Authority, Revenue Bonds (Legacy
Cares Project) Ser. A | | 7.75 | | 7/1/2050 | | 5,770,000 | b,c | 230,800 | |
Arizona Industrial Development Authority, Revenue Bonds (Sustainable
Bond) (Equitable School Revolving Fund Obligated Group) Ser. A | | 5.25 | | 11/1/2053 | | 2,000,000 | | 2,152,152 | |
7
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Arizona
- 5.6% (continued) | | | | | |
Arizona Industrial
Development Authority, Revenue Bonds, Refunding (BASIS Schools Projects) Ser. A | | 5.25 | | 7/1/2047 | | 1,600,000 | b | 1,612,255 | |
Arizona Industrial Development Authority, Revenue Bonds,
Refunding (BASIS Schools Projects) Ser. D | | 5.00 | | 7/1/2047 | | 1,035,000 | b | 1,040,625 | |
Arizona Industrial Development Authority, Revenue Bonds,
Refunding (BASIS Schools Projects) Ser. D | | 5.00 | | 7/1/2051 | | 380,000 | b | 381,423 | |
Glendale Industrial Development Authority, Revenue Bonds,
Refunding (Sun Health Services Obligated Group) Ser. A | | 5.00 | | 11/15/2054 | | 1,170,000 | | 1,167,489 | |
La Paz County Industrial Development Authority, Revenue Bonds
(Harmony Public Schools) Ser. A | | 5.00 | | 2/15/2036 | | 2,480,000 | b | 2,507,260 | |
Maricopa County Industrial Development Authority, Revenue
Bonds (Benjamin Franklin Charter School Obligated Group) | | 6.00 | | 7/1/2052 | | 3,000,000 | b | 3,105,301 | |
Maricopa County Industrial Development Authority, Revenue
Bonds, Refunding (Paradise Schools Projects Paragon Management) | | 5.00 | | 7/1/2047 | | 2,000,000 | b | 2,009,146 | |
Sierra Vista Industrial Development Authority, Revenue Bonds
(American Leadership Academy Project) | | 5.00 | | 6/15/2059 | | 1,000,000 | b | 1,006,702 | |
8
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Arizona
- 5.6% (continued) | | | | | |
Tender Option Bond
Trust Receipts (Series 2018-XF2537), (Salt Verde Financial Corporation, Revenue Bonds) Recourse, Underlying
Coupon Rate 5.00% | | 8.56 | | 12/1/2037 | | 4,030,000 | b,d,e | 4,509,659 | |
The Phoenix Arizona Industrial Development Authority, Revenue
Bonds, Refunding (BASIS Schools Projects) Ser. A | | 5.00 | | 7/1/2035 | | 2,360,000 | b | 2,375,058 | |
The Phoenix Arizona Industrial Development Authority, Revenue
Bonds, Refunding (BASIS Schools Projects) Ser. A | | 5.00 | | 7/1/2046 | | 2,000,000 | b | 2,003,252 | |
| 25,419,229 | |
Arkansas
- .6% | | | | | |
Arkansas Development Finance Authority, Revenue Bonds (Sustainable
Bond) (U.S. Steel Corp.) | | 5.70 | | 5/1/2053 | | 2,600,000 | | 2,769,463 | |
California
- 4.4% | | | | | |
California County Tobacco Securitization Agency, Revenue
Bonds, Refunding, Ser. A | | 4.00 | | 6/1/2049 | | 1,400,000 | | 1,326,257 | |
California Municipal
Finance Authority, Revenue Bonds, Refunding (HumanGood California Obligated Group) Ser. A | | 5.00 | | 10/1/2044 | | 1,000,000 | | 1,017,391 | |
California Municipal
Finance Authority, Revenue Bonds, Refunding (William Jessup University) | | 5.00 | | 8/1/2039 | | 140,000 | b | 131,065 | |
California Statewide Communities Development Authority, Revenue
Bonds (Loma Linda University Medical Center Obligated Group) Ser. A | | 5.25 | | 12/1/2056 | | 1,000,000 | b | 1,012,755 | |
9
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
California
- 4.4% (continued) | | | | | |
Golden State Tobacco
Securitization Corp., Revenue Bonds, Refunding (Tobacco Settlement Asset) Ser. B | | 5.00 | | 6/1/2051 | | 1,500,000 | | 1,583,016 | |
Orange County Community Facilities District, Special Tax
Bonds, Ser. A | | 5.00 | | 8/15/2052 | | 1,500,000 | | 1,571,277 | |
San Diego County Regional
Airport Authority, Revenue Bonds, Ser. B | | 5.00 | | 7/1/2051 | | 4,750,000 | | 5,011,042 | |
Tender Option Bond Trust Receipts (Series 2022-XF3024), (San
Francisco City & County, Revenue Bonds, Refunding, Ser. A) Recourse, Underlying Coupon Rate 5.00% | | 9.21 | | 5/1/2044 | | 7,860,000 | b,d,e | 8,154,503 | |
| 19,807,306 | |
Colorado - 6.7% | | | | | |
Colorado
Health Facilities Authority, Revenue Bonds (CommonSpirit Health Obligated Group) | | 5.25 | | 11/1/2052 | | 1,500,000 | | 1,639,887 | |
Colorado Health Facilities Authority, Revenue Bonds (Covenant
Retirement Communities & Services Obligated Group) | | 5.00 | | 12/1/2048 | | 1,250,000 | | 1,273,223 | |
Colorado Health Facilities Authority, Revenue Bonds, Refunding
(Covenant Living Communities & Services Obligated Group) Ser. A | | 4.00 | | 12/1/2050 | | 4,500,000 | | 4,124,700 | |
Colorado High Performance Transportation Enterprise, Revenue
Bonds (C-470 Express Lanes System) | | 5.00 | | 12/31/2056 | | 1,245,000 | | 1,245,687 | |
Denver City & County, Revenue Bonds, Refunding (United
Airlines Project) | | 5.00 | | 10/1/2032 | | 1,000,000 | | 1,000,303 | |
Dominion Water &
Sanitation District, Revenue Bonds, Refunding | | 5.88 | | 12/1/2052 | | 4,500,000 | | 4,642,678 | |
10
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Colorado
- 6.7% (continued) | | | | | |
Hess Ranch Metropolitan
District No. 6, GO, Ser. A1 | | 5.00 | | 12/1/2049 | | 2,000,000 | | 1,910,886 | |
Rampart Range Metropolitan
District No. 5, Revenue Bonds | | 4.00 | | 12/1/2051 | | 2,000,000 | | 1,722,111 | |
Regional Transportation
District, Revenue Bonds, Refunding (Denver Transit Partners) Ser. A | | 4.00 | | 7/15/2034 | | 1,500,000 | | 1,545,719 | |
Tender Option Bond Trust Receipts (Series 2020-XM0829), (Colorado
Health Facilities Authority, Revenue Bonds, Refunding (CommonSpirit Health Obligated Group) Ser. A1)
Recourse, Underlying Coupon Rate 4.00% | | 8.13 | | 8/1/2044 | | 4,440,000 | b,d,e | 5,192,274 | |
Tender Option Bond Trust Receipts (Series 2023-XM1124), (Colorado
Health Facilities Authority, Revenue Bonds (Adventist Health System/Sunbelt Obligated Group) Ser. A)
Recourse, Underlying Coupon Rate 4.00% | | 5.23 | | 11/15/2048 | | 5,535,000 | b,d,e | 5,416,738 | |
Vauxmont Metropolitan District, GO, Refunding (Insured; Assured
Guaranty Municipal Corp.) | | 3.25 | | 12/15/2050 | | 650,000 | | 562,748 | |
| 30,276,954 | |
Connecticut
- 1.1% | | | | | |
Connecticut Health & Educational Facilities Authority, Revenue
Bonds, Refunding (Fairfield University) Ser. T | | 4.00 | | 7/1/2055 | | 1,000,000 | | 951,739 | |
11
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Connecticut
- 1.1% (continued) | | | | | |
Connecticut Housing
Finance Authority, Revenue Bonds, Refunding, Ser. A1 | | 3.65 | | 11/15/2032 | | 410,000 | | 410,906 | |
Harbor Point Infrastructure Improvement District, Tax Allocation
Bonds, Refunding (Harbor Point Project) | | 5.00 | | 4/1/2039 | | 3,500,000 | b | 3,549,788 | |
| 4,912,433 | |
Delaware
- .2% | | | | | |
Delaware Economic Development Authority, Revenue Bonds (ACTS
Retirement-Life Communities Obligated Group) Ser. B | | 5.25 | | 11/15/2053 | | 1,000,000 | | 1,047,320 | |
District of Columbia - .5% | | | | | |
Metropolitan
Washington Airports Authority, Revenue Bonds, Refunding (Dulles Metrorail) Ser. B | | 4.00 | | 10/1/2049 | | 2,500,000 | | 2,419,399 | |
Florida - 9.8% | | | | | |
Atlantic
Beach, Revenue Bonds (Fleet Landing Project) Ser. A | | 5.00 | | 11/15/2053 | | 3,460,000 | | 3,520,348 | |
Capital Trust Agency, Revenue Bonds (WFCS Portfolio Projects)
Ser. A | | 5.00 | | 1/1/2056 | | 750,000 | b | 751,538 | |
Collier County Industrial Development Authority, Revenue
Bonds (NCH Healthcare System Project) (Insured; Assured Guaranty Municipal Corp.) Ser. A | | 5.00 | | 10/1/2049 | | 1,700,000 | | 1,871,404 | |
Florida Housing Finance
Corp., Revenue Bonds (Insured; GNMA, FNMA, FHLMC) Ser. 1 | | 4.40 | | 7/1/2044 | | 2,500,000 | | 2,524,750 | |
Greater Orlando Aviation Authority, Revenue Bonds, Ser. A | | 4.00 | | 10/1/2049 | | 4,685,000 | | 4,562,250 | |
Hillsborough County
Port District, Revenue Bonds (Tampa Port Authority Project) Ser. B | | 5.00 | | 6/1/2046 | | 3,500,000 | | 3,599,351 | |
12
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Florida
- 9.8% (continued) | | | | | |
Lee Memorial Health
System, Revenue Bonds, Refunding, Ser. A1 | | 4.00 | | 4/1/2049 | | 1,650,000 | | 1,595,623 | |
Miami-Dade County, Revenue Bonds | | 0.00 | | 10/1/2045 | | 3,000,000 | f | 1,225,971 | |
Miami-Dade County Water & Sewer System, Revenue Bonds
(Insured; Build America Mutual) | | 4.00 | | 10/1/2051 | | 1,550,000 | | 1,517,400 | |
Palm Beach County Health
Facilities Authority, Revenue Bonds (ACTS Retirement-Life Communities Obligated Group) | | 5.00 | | 11/15/2045 | | 2,850,000 | | 2,938,609 | |
Palm Beach County Health
Facilities Authority, Revenue Bonds (ACTS Retirement-Life Communities Obligated Group) Ser. B | | 5.00 | | 11/15/2042 | | 735,000 | | 773,715 | |
Palm Beach County Health
Facilities Authority, Revenue Bonds (Lifespace Communities Obligated Group) Ser. B | | 4.00 | | 5/15/2053 | | 2,600,000 | | 2,234,658 | |
Palm Beach County Health Facilities Authority, Revenue Bonds,
Refunding (Lifespace Communities Obligated Group) Ser. C | | 7.63 | | 5/15/2058 | | 1,000,000 | | 1,145,660 | |
Seminole County Industrial Development Authority, Revenue
Bonds, Refunding (Legacy Pointe at UCF Project) | | 5.75 | | 11/15/2054 | | 2,500,000 | | 2,527,392 | |
13
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Florida
- 9.8% (continued) | | | | | |
Tender Option Bond
Trust Receipts (Series 2023-XM1122), (Miami-Dade FL County Water & Sewer System, Revenue Bonds,
Refunding, Ser. B) Recourse, Underlying Coupon Rate 4.00% | | 4.83 | | 10/1/2049 | | 12,750,000 | b,d,e | 12,507,881 | |
Village Community Development District No. 15, Special Assessment
Bonds | | 4.80 | | 5/1/2055 | | 865,000 | b | 876,850 | |
| 44,173,400 | |
Georgia - 7.2% | | | | | |
Atlanta
Water & Wastewater, Revenue Bonds (Proctor Creek Watershed) Ser. D | | 3.50 | | 11/1/2028 | | 880,000 | b | 883,713 | |
Georgia Municipal Electric Authority, Revenue Bonds (Plant
Vogtle Units 3&4 Project) Ser. A | | 5.00 | | 7/1/2052 | | 3,250,000 | | 3,441,925 | |
Main Street Natural Gas, Revenue Bonds, Ser. A | | 5.00 | | 6/1/2030 | | 1,500,000 | a | 1,602,406 | |
Main Street Natural Gas, Revenue Bonds, Ser. A | | 5.00 | | 9/1/2031 | | 3,500,000 | a | 3,828,154 | |
Tender Option Bond Trust Receipts (Series 2016-XM0435), (Private
Colleges & Universities Authority, Revenue Bonds, Refunding (Emory University)) Recourse, Underlying
Coupon Rate 5.00% | | 9.07 | | 10/1/2043 | | 10,000,000 | b,d,e | 10,019,421 | |
Tender Option Bond Trust Receipts (Series 2020-XM0825), (Brookhaven
Development Authority, Revenue Bonds (Children's Healthcare of Atlanta) Ser. A) Recourse, Underlying
Coupon Rate 4.00% | | 6.52 | | 7/1/2044 | | 6,340,000 | b,d,e | 6,842,335 | |
14
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Georgia
- 7.2% (continued) | | | | | |
Tender Option Bond
Trust Receipts (Series 2023-XF3183), (Municipal Electric Authority of Georgia, Revenue Bonds (Plant
Vogtle Units 3 & 4 Project) Ser. A) Recourse, Underlying Coupon Rate 5.00% | | 8.87 | | 1/1/2059 | | 3,600,000 | b,d,e | 3,666,703 | |
The Burke County Development Authority, Revenue Bonds, Refunding
(Oglethorpe Power Corp.) Ser. D | | 4.13 | | 11/1/2045 | | 2,400,000 | | 2,330,071 | |
| 32,614,728 | |
Hawaii
- .2% | | | | | |
Hawaii Airports System, Revenue Bonds, Ser. A | | 5.00 | | 7/1/2047 | | 1,000,000 | | 1,060,576 | |
Idaho
- 1.1% | | | | | |
Power County Industrial Development Corp., Revenue Bonds
(FMC Corp. Project) | | 6.45 | | 8/1/2032 | | 5,000,000 | | 5,018,039 | |
Illinois
- 10.6% | | | | | |
Chicago Board of Education, GO, Refunding, Ser. A | | 5.00 | | 12/1/2034 | | 1,400,000 | | 1,449,186 | |
Chicago Board of Education, GO,
Ser. D | | 5.00 | | 12/1/2046 | | 2,000,000 | | 2,022,099 | |
Chicago Board of Education, GO,
Ser. H | | 5.00 | | 12/1/2036 | | 2,000,000 | | 2,043,718 | |
Chicago II, GO, Refunding,
Ser. A | | 6.00 | | 1/1/2038 | | 3,000,000 | | 3,136,693 | |
Chicago II, GO, Ser.
A | | 5.00 | | 1/1/2044 | | 4,000,000 | | 4,122,687 | |
Chicago II, GO, Ser.
A | | 5.50 | | 1/1/2049 | | 1,000,000 | | 1,044,244 | |
Chicago Midway International
Airport, Revenue Bonds, Refunding, Ser. C | | 5.00 | | 1/1/2041 | | 1,550,000 | | 1,655,191 | |
Chicago Transit Authority, Revenue Bonds, Refunding, Ser.
A | | 5.00 | | 12/1/2057 | | 2,980,000 | | 3,134,810 | |
Illinois, GO, Refunding,
Ser. A | | 5.00 | | 10/1/2029 | | 1,100,000 | | 1,188,250 | |
Illinois, GO, Ser.
A | | 5.00 | | 5/1/2038 | | 3,400,000 | | 3,544,081 | |
Illinois, GO, Ser.
C | | 5.00 | | 11/1/2029 | | 1,120,000 | | 1,186,814 | |
15
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Illinois
- 10.6% (continued) | | | | | |
Illinois, GO, Ser.
D | | 5.00 | | 11/1/2028 | | 2,825,000 | | 3,001,718 | |
Illinois Finance Authority, Revenue
Bonds (Plymouth Place Obligated Group) Ser. A | | 6.63 | | 5/15/2052 | | 1,000,000 | | 1,082,101 | |
Illinois Finance Authority, Revenue Bonds, Refunding (Lutheran
Life Communities Obligated Group) Ser. A | | 5.00 | | 11/1/2049 | | 1,750,000 | | 1,151,355 | |
Metropolitan Pier & Exposition Authority, Revenue Bonds
(McCormick Place Expansion Project) | | 5.00 | | 6/15/2057 | | 2,000,000 | | 2,041,768 | |
Metropolitan Pier & Exposition Authority, Revenue Bonds
(McCormick Place Expansion Project) (Insured; National Public Finance Guarantee Corp.) Ser. A | | 0.00 | | 12/15/2036 | | 2,500,000 | f | 1,591,083 | |
Metropolitan Pier & Exposition Authority, Revenue Bonds,
Refunding (McCormick Place Expansion Project) | | 0.00 | | 12/15/2054 | | 21,800,000 | f | 5,712,156 | |
Sales Tax Securitization Corp., Revenue Bonds, Refunding,
Ser. A | | 4.00 | | 1/1/2038 | | 2,000,000 | | 2,036,433 | |
Tender Option Bond
Trust Receipts (Series 2023-XF1623), (Regional Transportation Authority Illinois, Revenue Bonds, Ser.
B) Non-Recourse, Underlying Coupon Rate 4.00% | | 4.46 | | 6/1/2048 | | 3,000,000 | b,d,e | 2,904,320 | |
Tender Option Bond Trust Receipts (Series 2024-XF3244), (Chicago
O'Hare International Airport, Revenue Bonds, Refunding) Recourse, Underlying Coupon Rate 5.50% | | 10.83 | | 1/1/2059 | | 3,600,000 | b,d,e | 3,983,409 | |
| 48,032,116 | |
16
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Indiana
- 1.0% | | | | | |
Indiana Finance Authority, Revenue Bonds (Sustainable Bond) | | 7.00 | | 3/1/2039 | | 5,525,000 | b | 2,762,500 | |
Indianapolis Local Public Improvement Bond Bank, Revenue
Bonds (Insured; Build America Mutual) Ser. F1 | | 5.25 | | 3/1/2067 | | 1,750,000 | | 1,891,516 | |
| 4,654,016 | |
Iowa
- 1.4% | | | | | |
Iowa Finance Authority, Revenue Bonds, Refunding (Iowa Fertilizer
Co. Project) | | 5.00 | | 12/1/2032 | | 2,515,000 | g | 2,948,225 | |
Iowa Finance Authority, Revenue Bonds, Refunding (Lifespace
Communities Obligated Group) Ser. A | | 4.00 | | 5/15/2053 | | 1,000,000 | | 859,484 | |
Iowa Finance Authority, Revenue Bonds, Refunding (Lifespace
Communities Obligated Group) Ser. A | | 4.00 | | 5/15/2046 | | 500,000 | | 450,266 | |
Iowa Student Loan Liquidity Corp., Revenue Bonds, Ser. B | | 5.00 | | 12/1/2031 | | 2,000,000 | | 2,154,987 | |
| 6,412,962 | |
Kentucky
- 1.2% | | | | | |
Henderson, Revenue Bonds (Pratt Paper Project) Ser. A | | 4.70 | | 1/1/2052 | | 1,000,000 | b | 1,003,591 | |
Kentucky Public Energy Authority, Revenue Bonds, Ser. A | | 5.00 | | 7/1/2030 | | 1,750,000 | a | 1,883,403 | |
Kentucky Public Energy Authority, Revenue Bonds, Ser. A1 | | 4.00 | | 8/1/2030 | | 2,270,000 | a | 2,331,528 | |
| 5,218,522 | |
Louisiana - 4.2% | | | | | |
Louisiana
Local Government Environmental Facilities & Community Development Authority, Revenue Bonds, Refunding
(Westlake Chemical Project) | | 3.50 | | 11/1/2032 | | 3,100,000 | | 3,054,823 | |
17
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Louisiana
- 4.2% (continued) | | | | | |
Louisiana Public Facilities
Authority, Revenue Bonds (Calcasieu Bridge Partners) | | 5.75 | | 9/1/2064 | | 3,185,000 | | 3,545,014 | |
Louisiana Public Facilities Authority, Revenue Bonds, Refunding
(Tulane University) Ser. A | | 4.00 | | 4/1/2030 | | 115,000 | g | 122,205 | |
New Orleans Aviation Board, Revenue Bonds (General Airport-N
Terminal Project) Ser. A | | 5.00 | | 1/1/2048 | | 1,000,000 | | 1,020,943 | |
Tender Option Bond
Trust Receipts (Series 2018-XF2584), (Louisiana Public Facilities Authority, Revenue Bonds (Franciscan
Missionaries of Our Lady Health System Project)) Non-recourse, Underlying Coupon Rate 5.00% | | 8.78 | | 7/1/2047 | | 10,755,000 | b,d,e | 11,008,329 | |
| 18,751,314 | |
Maryland - 2.4% | | | | | |
Maryland
Economic Development Corp., Revenue Bonds (College Park Leonardtown Project) (Insured; Assured Guaranty
Municipal Corp.) | | 5.25 | | 7/1/2064 | | 1,000,000 | | 1,076,764 | |
Maryland Economic Development
Corp., Revenue Bonds (Sustainable Bond) (Purple Line Transit Partners) Ser. B | | 5.25 | | 6/30/2055 | | 3,120,000 | | 3,270,679 | |
Maryland Economic Development Corp., Tax Allocation Bonds
(Port Covington Project) | | 4.00 | | 9/1/2050 | | 1,000,000 | | 886,587 | |
18
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Maryland
- 2.4% (continued) | | | | | |
Maryland Health &
Higher Educational Facilities Authority, Revenue Bonds (Adventist Healthcare Obligated Group) Ser.
A | | 5.50 | | 1/1/2046 | | 3,250,000 | | 3,310,561 | |
Maryland State Transportation
Authority, Revenue Bonds, Refunding, Ser. A | | 4.00 | | 7/1/2037 | | 2,000,000 | | 2,080,718 | |
| 10,625,309 | |
Massachusetts
- 4.6% | | | | | |
Lowell Collegiate Charter School, Revenue Bonds | | 5.00 | | 6/15/2054 | | 1,620,000 | | 1,623,815 | |
Massachusetts Development
Finance Agency, Revenue Bonds, Refunding (Boston Medical Center Corp. Obligated Group) | | 5.25 | | 7/1/2052 | | 1,500,000 | | 1,648,599 | |
Massachusetts Development
Finance Agency, Revenue Bonds, Refunding (NewBridge Charles) | | 5.00 | | 10/1/2057 | | 1,000,000 | b | 1,007,192 | |
Massachusetts Development Finance Agency, Revenue Bonds,
Ser. T | | 4.00 | | 3/1/2054 | | 1,000,000 | | 979,376 | |
Tender Option Bond
Trust Receipts (Series 2023-XF1604), (Massachusetts State Transportation Fund, Revenue Bonds, Ser.
B) Non-recourse, Underlying Coupon Rate 5.00% | | 9.11 | | 6/1/2053 | | 14,000,000 | b,d,e | 15,330,894 | |
| 20,589,876 | |
Michigan
- 6.8% | | | | | |
Great Lakes Water Authority Sewage Disposal System, Revenue
Bonds, Refunding, Ser. C | | 5.00 | | 7/1/2036 | | 3,000,000 | | 3,100,323 | |
Michigan Finance Authority, Revenue
Bonds (Beaumont Health Credit Group) | | 5.00 | | 11/1/2044 | | 5,065,000 | | 5,109,433 | |
Michigan Finance Authority, Revenue Bonds (Sustainable Bond)
(Henry Ford) | | 5.50 | | 2/28/2057 | | 2,700,000 | | 3,038,862 | |
19
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Michigan
- 6.8% (continued) | | | | | |
Michigan Finance Authority, Revenue
Bonds, Refunding (Beaumont-Spectrum) | | 4.00 | | 4/15/2042 | | 1,500,000 | | 1,512,913 | |
Michigan Finance Authority, Revenue Bonds, Refunding, Ser.
A2 | | 5.00 | | 6/1/2040 | | 4,435,000 | | 4,714,875 | |
Michigan Finance Authority, Revenue
Bonds, Refunding, Ser. D2 | | 5.00 | | 7/1/2034 | | 2,000,000 | | 2,024,139 | |
Tender Option Bond
Trust Receipts (Series 2024-XM1171), (Michigan State University, Revenue Bonds, Refunding, Ser. A)
Non-recourse, Underlying Coupon Rate 5.25% | | 10.32 | | 8/15/2054 | | 10,000,000 | b,d,e | 11,120,016 | |
| 30,620,561 | |
Minnesota
- .7% | | | | | |
Duluth Economic Development Authority, Revenue Bonds, Refunding
(Essentia Health Obligated Group) Ser. A | | 5.00 | | 2/15/2058 | | 3,000,000 | | 3,056,299 | |
Missouri - 3.9% | | | | | |
Missouri
Housing Development Commission, Revenue Bonds (First Place HomeOwenership Loan) (Insured; GNMA, FNMA,
FHLMC) Ser. A | | 4.60 | | 11/1/2049 | | 1,750,000 | | 1,776,018 | |
St. Louis County Industrial
Development Authority, Revenue Bonds (Friendship Village St. Louis Obligated Group) Ser. A | | 5.13 | | 9/1/2049 | | 2,975,000 | | 3,012,203 | |
St. Louis County Industrial
Development Authority, Revenue Bonds (Friendship Village St. Louis Obligated Group) Ser. A | | 5.13 | | 9/1/2048 | | 2,025,000 | | 2,052,488 | |
St. Louis Land Clearance
for Redevelopment Authority, Revenue Bonds (National Geospatial Intelligence) | | 5.13 | | 6/1/2046 | | 4,580,000 | | 4,613,270 | |
20
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Missouri
- 3.9% (continued) | | | | | |
Tender Option Bond
Trust Receipts (Series 2023-XM1116), (Jackson County Missouri Special Obligation, Revenue Bonds, Refunding,
Ser. A) Non-Recourse, Underlying Coupon Rate 4.25% | | 3.23 | | 12/1/2053 | | 3,000,000 | b,d,e | 2,963,159 | |
The St. Louis Missouri Industrial Development Authority, Tax
Allocation Bonds (St. Louis Innovation District Project) | | 4.38 | | 5/15/2036 | | 3,045,000 | | 3,013,950 | |
| 17,431,088 | |
Nebraska
- .2% | | | | | |
Omaha Public Power District, Revenue Bonds, Ser. A | | 4.00 | | 2/1/2051 | | 1,000,000 | | 975,221 | |
Nevada
- 1.4% | | | | | |
Clark County School District, GO (Insured; Assured Guaranty
Municipal Corp.) Ser. A | | 4.25 | | 6/15/2041 | | 3,745,000 | | 3,904,403 | |
Reno, Revenue Bonds,
Refunding (Insured; Assured Guaranty Municipal Corp.) | | 4.00 | | 6/1/2058 | | 2,750,000 | | 2,597,504 | |
| 6,501,907 | |
New
Hampshire - .2% | | | | | |
New Hampshire Business Finance Authority, Revenue Bonds,
Refunding (Sustainable Bond) Ser. B | | 3.75 | | 7/2/2040 | | 1,000,000 | a,b | 865,767 | |
New Jersey - 5.0% | | | | | |
New
Jersey, GO (COVID-19 Emergency Bonds) Ser. A | | 4.00 | | 6/1/2031 | | 1,000,000 | | 1,082,313 | |
New Jersey Economic Development Authority, Revenue Bonds,
Refunding, Ser. XX | | 5.25 | | 6/15/2027 | | 1,855,000 | | 1,883,104 | |
21
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
New Jersey
- 5.0% (continued) | | | | | |
New Jersey Health Care
Facilities Financing Authority, Revenue Bonds (RWJ Barnabas Health Obligated Group) | | 4.00 | | 7/1/2051 | | 1,500,000 | | 1,486,051 | |
New Jersey Higher Education Student Assistance Authority, Revenue
Bonds, Refunding, Ser. A | | 5.00 | | 12/1/2032 | | 1,275,000 | | 1,390,771 | |
New Jersey Housing
& Mortgage Finance Agency, Revenue Bonds, Refunding, Ser. D | | 4.00 | | 4/1/2025 | | 1,560,000 | | 1,561,604 | |
New Jersey Transportation Trust Fund Authority, Revenue Bonds | | 5.00 | | 6/15/2044 | | 2,000,000 | | 2,193,485 | |
New Jersey Transportation
Trust Fund Authority, Revenue Bonds | | 5.25 | | 6/15/2043 | | 2,000,000 | | 2,137,511 | |
New Jersey Transportation Trust Fund Authority, Revenue Bonds | | 5.50 | | 6/15/2050 | | 2,700,000 | | 3,041,971 | |
New Jersey Transportation
Trust Fund Authority, Revenue Bonds, Ser. AA | | 5.25 | | 6/15/2033 | | 1,500,000 | | 1,522,185 | |
Tender Option Bond Trust Receipts (Series 2018-XF2538), (New
Jersey Economic Development Authority, Revenue Bonds) Recourse, Underlying Coupon Rate 5.25% | | 9.57 | | 6/15/2040 | | 3,250,000 | b,d,e | 3,302,080 | |
Tobacco Settlement Financing Corp., Revenue Bonds, Refunding,
Ser. B | | 5.00 | | 6/1/2046 | | 2,970,000 | | 2,997,110 | |
| 22,598,185 | |
New Mexico
- .6% | | | | | |
New Mexico Mortgage Finance Authority, Revenue Bonds (Insured;
GNMA, FNMA, FHLMC) Ser. E | | 4.70 | | 9/1/2054 | | 2,450,000 | | 2,497,087 | |
22
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
New York
- 8.4% | | | | | |
New York Convention Center Development Corp., Revenue Bonds
(Hotel Unit Fee) (Insured; Assured Guaranty Municipal Corp.) Ser. B | | 0.00 | | 11/15/2052 | | 7,825,000 | f | 2,200,870 | |
New York Liberty Development Corp., Revenue Bonds, Refunding
(Class 1-3 World Trade Center Project) | | 5.00 | | 11/15/2044 | | 7,000,000 | b | 7,004,486 | |
New York State Dormitory Authority, Revenue Bonds, Refunding
(Montefiore Obligated Group) Ser. A | | 4.00 | | 9/1/2050 | | 1,000,000 | | 924,208 | |
New York Transportation Development Corp., Revenue Bonds
(Delta Air Lines) | | 4.00 | | 1/1/2036 | | 1,000,000 | | 1,000,555 | |
New York Transportation
Development Corp., Revenue Bonds (JFK International Airport Terminal) | | 5.00 | | 12/1/2040 | | 3,535,000 | | 3,740,615 | |
New York Transportation Development Corp., Revenue Bonds
(LaGuardia Airport Terminal B Redevelopment Project) Ser. A | | 5.00 | | 7/1/2046 | | 3,500,000 | | 3,500,052 | |
New York Transportation Development Corp., Revenue Bonds
(LaGuradia Airport Terminal) | | 5.63 | | 4/1/2040 | | 1,000,000 | | 1,087,555 | |
New York Transportation
Development Corp., Revenue Bonds (Sustainable Bond) (JFK International Airport Terminal One Project)
(Insured; Assured Guaranty Municipal Corp.) | | 5.13 | | 6/30/2060 | | 1,000,000 | | 1,045,214 | |
Niagara Area Development Corp., Revenue Bonds, Refunding
(Covanta Project) Ser. A | | 4.75 | | 11/1/2042 | | 2,000,000 | b | 1,945,499 | |
23
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
New York
- 8.4% (continued) | | | | | |
Tender Option Bond
Trust Receipts (Series 2022-XM1004), (Metropolitan Transportation Authority, Revenue Bonds, Refunding
(Sustainable Bond) (Insured; Assured Guaranty Municipal Corp.) Ser. C) Non-Recourse, Underlying Coupon
Rate 4.00% | | 4.31 | | 11/15/2047 | | 6,300,000 | b,d,e | 6,209,402 | |
Tender Option Bond Trust Receipts (Series 2024-XM1174), (New
York State Transportation Development Corp., Revenue Bonds (Sustainable Bond) (JFK International Airport
Terminal one Project) (Insured; Assured Guaranty Municipal Corp.)) Recourse, Underlying Coupon Rate 5.25% | | 9.85 | | 6/30/2060 | | 3,730,000 | b,d,e | 3,981,282 | |
Tender Option Bond Trust Receipts (Series 2024-XM1181), (Triborough
New York Bridge & Tunnel Authority, Revenue Bonds, Ser. A1) Non-Recourse, Underlying Coupon Rate
4.13% | | 0.22 | | 5/15/2064 | | 3,000,000 | b,d,e | 2,942,740 | |
Westchester County Local Development Corp., Revenue Bonds,
Refunding (Purchase Senior Learning Community Obligated Group) | | 5.00 | | 7/1/2046 | | 2,150,000 | b | 2,193,015 | |
| 37,775,493 | |
North
Carolina - 3.8% | | | | | |
North Carolina Medical Care Commission, Revenue Bonds (Carolina
Meadows Obligated Group) | | 5.25 | | 12/1/2049 | | 2,750,000 | | 3,008,222 | |
24
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
North
Carolina - 3.8% (continued) | | | | | |
North
Carolina Medical Care Commission, Revenue Bonds (The United Methodist Retirement Homes Obligated Group)
Ser. A | | 5.13 | | 10/1/2054 | | 1,250,000 | | 1,310,229 | |
North Carolina Medical
Care Commission, Revenue Bonds, Refunding (Lutheran Services for the Aging Obligated Group) | | 4.00 | | 3/1/2051 | | 2,300,000 | | 2,013,600 | |
North Carolina Medical
Care Commission, Revenue Bonds, Refunding (Pennybyrn at Maryfield) | | 5.00 | | 10/1/2035 | | 1,005,000 | | 1,005,646 | |
Tender Option Bond Trust Receipts (Series 2022-XF1352), (North
Carolina State Medical Care Commission Health Care Facilities, Revenue Bonds (Novant Health Obligated
Group) Ser. A) Non-recourse, Underlying Coupon Rate 4.00% | | 4.41 | | 11/1/2052 | | 10,000,000 | b,d,e | 9,794,103 | |
| 17,131,800 | |
Ohio
- 6.3% | | | | | |
Buckeye Tobacco Settlement Financing Authority, Revenue Bonds,
Refunding, Ser. B2 | | 5.00 | | 6/1/2055 | | 11,055,000 | | 10,418,733 | |
Canal Winchester Local
School District, GO, Refunding (Insured; National Public Finance Guarantee Corp.) | | 0.00 | | 12/1/2031 | | 3,955,000 | f | 3,142,253 | |
Canal Winchester Local School District, GO, Refunding (Insured;
National Public Finance Guarantee Corp.) | | 0.00 | | 12/1/2029 | | 3,955,000 | f | 3,396,558 | |
Cuyahoga County, Revenue Bonds, Refunding (The MetroHealth
System) | | 5.00 | | 2/15/2052 | | 2,000,000 | | 2,024,321 | |
25
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Ohio
- 6.3% (continued) | | | | | |
Franklin County Convention
Facilities Authority, Revenue Bonds (GRTR Columbus Convention Center) | | 5.00 | | 12/1/2044 | | 1,250,000 | | 1,260,350 | |
Ohio Air Quality Development Authority, Revenue Bonds (Pratt
Paper OH Project) | | 4.50 | | 1/15/2048 | | 2,250,000 | b | 2,261,477 | |
Port of Greater Cincinnati Development Authority, Revenue
Bonds, Refunding (Duke Energy Co.) (Insured; Assured Guaranty Municipal Corp.) Ser. B | | 4.38 | | 12/1/2058 | | 1,000,000 | | 1,010,287 | |
Tender Option Bond Trust Receipts (Series 2024-XF1711), (University
of Cincinnati Ohio Receipt, Revenue Bonds, Ser. A) Non-Recourse, Underlying Coupon Rate 5.00% | | 9.31 | | 6/1/2049 | | 4,525,000 | b,d,e | 4,939,064 | |
| 28,453,043 | |
Oklahoma - 1.2% | | | | | |
Oklahoma
Development Finance Authority, Revenue Bonds (OU Medicine Project) Ser. B | | 5.50 | | 8/15/2057 | | 1,500,000 | | 1,549,258 | |
Tender Option Bond Trust Receipts (Series 2024-XM1163), (Oklahoma
City Water Utilities Trust, Revenue Bonds, Refunding) Non-Recourse, Underlying Coupon Rate 5.25% | | 10.17 | | 7/1/2064 | | 3,600,000 | b,d,e | 3,993,653 | |
| 5,542,911 | |
26
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Oregon
- .6% | | | | | |
Clackamas County Hospital Facility Authority, Revenue Bonds,
Refunding (Willamette View Obligated Group) Ser. A | | 5.00 | | 11/15/2047 | | 1,500,000 | | 1,501,201 | |
Yamhill County Hospital Authority, Revenue Bonds, Refunding
(Friendsview Retirement Community) Ser. A | | 5.00 | | 11/15/2046 | | 1,250,000 | | 1,120,441 | |
| 2,621,642 | |
Pennsylvania
- 6.6% | | | | | |
Clairton Municipal Authority, Revenue Bonds, Refunding, Ser.
B | | 5.00 | | 12/1/2034 | | 1,000,000 | | 1,101,014 | |
Crawford County Hospital
Authority, Revenue Bonds, Refunding (Meadville Medical Center Project) Ser. A | | 6.00 | | 6/1/2046 | | 1,175,000 | | 1,189,071 | |
Pennsylvania Economic Development Financing Authority, Revenue
Bonds (The Penndot Major Bridges) | | 6.00 | | 6/30/2061 | | 3,000,000 | | 3,392,885 | |
Pennsylvania Higher Educational Facilities Authority, Revenue
Bonds, Refunding (University of Sciences in Philadelphia) | | 5.00 | | 11/1/2036 | | 3,675,000 | | 3,692,837 | |
Pennsylvania Turnpike Commission, Revenue Bonds, Ser. A | | 4.00 | | 12/1/2050 | | 1,500,000 | | 1,457,209 | |
Philadelphia Airport, Revenue
Bonds, Refunding (Private Activity) | | 5.00 | | 7/1/2027 | | 4,300,000 | | 4,508,831 | |
Tender Option Bond Trust Receipts (Series 2022-XF1525), (Pennsylvania
Economic Development Financing Authority UPMC, Revenue Bonds, Ser. A) Recourse, Underlying Coupon Rate
4.00% | | 4.23 | | 5/15/2053 | | 4,000,000 | b,d,e | 3,832,655 | |
27
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Pennsylvania
- 6.6% (continued) | | | | | |
Tender Option Bond
Trust Receipts (Series 2023-XM1133), (Philadelphia Water & Wastewater, Revenue Bonds, Refunding
(Insured; Assured Guaranty Municipal Corp.) Ser. B) Non-Recourse, Underlying Coupon Rate 5.50% | | 10.93 | | 9/1/2053 | | 5,820,000 | b,d,e | 6,645,606 | |
Tender Option Bond Trust Receipts (Series 2024-XF1750), (Philadelphia
Gas Works, Revenue Bonds, Refunding (Insured; Assured Guaranty Corp.) Ser. A) Non-Recourse, Underlying
Coupon Rate 5.25% | | 9.97 | | 8/1/2054 | | 3,600,000 | b,d,e | 3,984,255 | |
| 29,804,363 | |
Rhode Island - 1.3% | | | | | |
Tender
Option Bond Trust Receipts (Series 2023-XM1117), (Rhode Island Infrastructure Bank State Revolving
Fund, Revenue Bonds, Ser. A) Non-Recourse, Underlying Coupon Rate 4.13% | | 3.49 | | 10/1/2048 | | 6,000,000 | b,d,e | 6,074,309 | |
South Carolina - 4.8% | | | | | |
South
Carolina Jobs-Economic Development Authority, Revenue Bonds, Refunding (Bon Secours Mercy Health) | | 4.00 | | 12/1/2044 | | 2,810,000 | | 2,809,515 | |
28
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
South
Carolina - 4.8% (continued) | | | | | |
South
Carolina Public Service Authority, Revenue Bonds, Refunding (Santee Cooper) Ser. A | | 4.00 | | 12/1/2055 | | 3,000,000 | | 2,849,340 | |
Tender Option Bond Trust Receipts (Series 2024-XM1175), (South
Carolina Public Service Authority,Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.)
Ser. B) Non-Recourse, Underlying Coupon Rate 5.00% | | 7.57 | | 12/1/2054 | | 15,000,000 | b,d,e | 16,177,093 | |
| 21,835,948 | |
South
Dakota - 1.1% | | | | | |
Tender Option Bond Trust Receipts (Series 2022-XF1409), (South
Dakota Heath & Educational Facilities Authority, Revenue Bonds, Refunding (Avera Health Obligated
Group)) Non-Recourse, Underlying Coupon Rate 5.00% | | 9.32 | | 7/1/2046 | | 4,720,000 | b,d,e | 4,811,838 | |
Texas - 15.4% | | | | | |
Arlington
Higher Education Finance Corp., Revenue Bonds (BASIS Texas Charter Schools) | | 5.00 | | 6/15/2064 | | 1,400,000 | b | 1,404,460 | |
Arlington Higher Education Finance Corp., Revenue Bonds (Uplift
Education) (Insured; Permanent School Fund Guarantee Program) Ser. A | | 4.25 | | 12/1/2053 | | 1,500,000 | | 1,498,782 | |
Beaumont Navigation District, Revenue Bonds (Jefferson Gulf
Coast Energy Project) Ser. A | | 5.25 | | 1/1/2054 | | 1,500,000 | b | 1,569,221 | |
29
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Texas
- 15.4% (continued) | | | | | |
Central Texas Regional
Mobility Authority, Revenue Bonds | | 5.00 | | 1/1/2048 | | 2,500,000 | | 2,585,788 | |
Clifton Higher Education Finance Corp., Revenue Bonds (IDEA
Public Schools) Ser. A | | 4.00 | | 8/15/2047 | | 3,100,000 | | 2,956,865 | |
Clifton Higher Education
Finance Corp., Revenue Bonds (International Leadership of Texas) Ser. A | | 5.75 | | 8/15/2045 | | 4,500,000 | | 4,564,283 | |
Clifton Higher Education Finance Corp., Revenue Bonds (International
Leadership of Texas) Ser. D | | 5.75 | | 8/15/2033 | | 1,000,000 | | 1,020,313 | |
Clifton Higher Education
Finance Corp., Revenue Bonds (International Leadership of Texas) Ser. D | | 6.13 | | 8/15/2048 | | 6,000,000 | | 6,104,558 | |
Clifton Higher Education Finance Corp., Revenue Bonds (Uplift
Education) Ser. A | | 4.50 | | 12/1/2044 | | 2,500,000 | | 2,430,202 | |
Clifton Higher Education
Finance Corp., Revenue Bonds, Refunding (IDEA Public Schools) (Insured; Permanent School Fund Guarantee
Program) | | 4.00 | | 8/15/2054 | | 1,000,000 | | 970,712 | |
Clifton Higher Education
Finance Corp., Revenue Bonds, Refunding (International Leadership of Texas) (Insured; Permanent School
Fund Guarantee Program) Ser. A | | 4.25 | | 8/15/2053 | | 1,000,000 | | 1,023,119 | |
Dallas Independent
School District, GO, Refunding (Insured; Permanent School Fund Guarantee Program) | | 4.00 | | 2/15/2054 | | 2,250,000 | | 2,212,883 | |
30
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Texas
- 15.4% (continued) | | | | | |
Fort Bend County, Revenue
Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.) | | 4.25 | | 3/1/2054 | | 2,500,000 | | 2,514,688 | |
Grand Parkway Transportation Corp., Revenue Bonds, Refunding | | 4.00 | | 10/1/2049 | | 1,000,000 | | 967,756 | |
Harris County-Houston
Sports Authority, Revenue Bonds, Refunding (Insured; Assured Guaranty Municipal Corp.) Ser. A | | 0.00 | | 11/15/2050 | | 6,500,000 | f | 1,872,158 | |
Houston Airport System, Revenue Bonds, Refunding (Insured;
Assured Guaranty Municipal Corp.) Ser. A | | 4.50 | | 7/1/2053 | | 2,400,000 | | 2,441,080 | |
Houston Airport System, Revenue Bonds, Refunding, Ser. A | | 4.00 | | 7/1/2046 | | 1,610,000 | | 1,569,938 | |
Lamar Consolidated
Independent School District, GO | | 4.00 | | 2/15/2053 | | 1,235,000 | | 1,198,256 | |
Mission Economic Development Corp., Revenue Bonds, Refunding
(Natgasoline Project) | | 4.63 | | 10/1/2031 | | 2,000,000 | b | 2,009,286 | |
North Texas Tollway Authority, Revenue Bonds, Refunding | | 5.00 | | 1/1/2048 | | 2,000,000 | | 2,064,837 | |
Tarrant County Cultural
Education Facilities Finance Corp., Revenue Bonds (Baylor Scott & White Health Project) | | 5.00 | | 11/15/2051 | | 2,000,000 | | 2,140,101 | |
Tender Option Bond
Trust Receipts (Series 2023-XM1125), (Medina Valley Independent School District, GO (Insured; Permanent
School Fund Guarantee Program)) Non-recourse, Underlying Coupon Rate 4.00% | | 3.18 | | 2/15/2053 | | 7,500,000 | b,d,e | 7,313,074 | |
31
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Texas
- 15.4% (continued) | | | | | |
Tender Option Bond
Trust Receipts (Series 2024-XM1164), (Texas University System, Revenue Bonds, Refunding) Non-Recourse,
Underlying Coupon Rate 5.25% | | 3.18 | | 3/15/2054 | | 4,000,000 | b,d,e | 4,423,032 | |
Texas Municipal Gas Acquisition & Supply Corp. IV, Revenue
Bonds, Ser. B | | 5.50 | | 1/1/2034 | | 4,000,000 | a | 4,551,872 | |
Texas Private Activity Bond Surface Transportation Corp., Revenue
Bonds (Blueridge Transportation Group) | | 5.00 | | 12/31/2050 | | 1,300,000 | | 1,300,260 | |
Texas Private Activity Bond Surface Transportation Corp., Revenue
Bonds (Segment 3C Project) | | 5.00 | | 6/30/2058 | | 5,000,000 | | 5,120,476 | |
Waxahachie Independent
School District, GO (Insured; Permanent School Fund Guarantee Program) | | 4.25 | | 2/15/2053 | | 1,500,000 | | 1,511,422 | |
| 69,339,422 | |
U.S.
Related - 1.3% | | | | | |
Guam Housing Corp., Revenue Bonds (Insured; Federal Home
Loan Mortgage Corp.) Ser. A | | 5.75 | | 9/1/2031 | | 730,000 | | 730,713 | |
Puerto Rico, GO,
Ser. A | | 0.00 | | 7/1/2033 | | 381,733 | f | 259,611 | |
Puerto Rico, GO, Ser. A1 | | 4.00 | | 7/1/2037 | | 228,839 | | 227,374 | |
Puerto Rico, GO, Ser. A1 | | 4.00 | | 7/1/2033 | | 296,629 | | 297,196 | |
Puerto Rico, GO, Ser. A1 | | 4.00 | | 7/1/2046 | | 323,574 | | 305,750 | |
Puerto Rico, GO, Ser. A1 | | 4.00 | | 7/1/2041 | | 311,133 | | 301,027 | |
Puerto Rico, GO, Ser. A1 | | 4.00 | | 7/1/2035 | | 266,630 | | 266,366 | |
Puerto Rico, GO, Ser. A1 | | 5.38 | | 7/1/2025 | | 164,953 | | 165,936 | |
Puerto Rico, GO, Ser. A1 | | 5.63 | | 7/1/2027 | | 327,370 | | 341,929 | |
Puerto Rico, GO, Ser. A1 | | 5.63 | | 7/1/2029 | | 2,356,059 | | 2,545,635 | |
Puerto Rico, GO, Ser. A1 | | 5.75 | | 7/1/2031 | | 312,813 | | 348,111 | |
| 5,789,648 | |
32
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Utah
- .7% | | | | | |
Utah Charter School Finance Authority, Revenue Bonds, Refunding
(Summit Academy) Ser. A | | 5.00 | | 4/15/2049 | | 790,000 | | 812,905 | |
Utah Infrastructure
Agency, Revenue Bonds, Refunding, Ser. A | | 5.00 | | 10/15/2037 | | 2,345,000 | | 2,408,786 | |
| 3,221,691 | |
Virginia
- 4.2% | | | | | |
Tender Option Bond Trust Receipts (Series 2018-XM0593), (Hampton
Roads Transportation Accountability Commission, Revenue Bonds) Non-recourse, Underlying Coupon Rate 5.50% | | 10.90 | | 7/1/2057 | | 7,500,000 | b,d,e | 8,205,738 | |
Tender Option Bond Trust Receipts (Series 2024-XM1176), (Virginia
State Housing Development Authority, Revenue Bonds, Ser. A) Recourse, Underlying Coupon Rate 4.80% | | 8.50 | | 9/1/2059 | | 4,900,000 | b,d,e | 5,030,829 | |
Virginia Small Business Financing Authority, Revenue Bonds
(Transform 66 P3 Project) | | 5.00 | | 12/31/2052 | | 4,620,000 | | 4,695,468 | |
Williamsburg Economic
Development Authority, Revenue Bonds (William & Mary Project) (Insured; Assured Guaranty Municipal
Corp.) Ser. A | | 4.13 | | 7/1/2058 | | 1,250,000 | | 1,252,805 | |
| 19,184,840 | |
33
STATEMENT
OF INVESTMENTS (continued)
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Washington
- 1.5% | | | | | |
Tender Option Bond Trust Receipts (Series 2024--XF1730), (Port
of Seattle Washington, Revenue Bonds, Refunding, Ser. B) Non-Recourse, Underlying Coupon Rate 5.25% | | 9.98 | | 7/1/2049 | | 3,500,000 | b,d,e | 3,793,339 | |
Washington Housing Finance Commission, Revenue Bonds, Refunding
(Presbyterian Retirement Communities Northwest Obligated Group) Ser. A | | 5.00 | | 1/1/2051 | | 3,200,000 | b | 2,925,012 | |
| 6,718,351 | |
Wisconsin
- 3.9% | | | | | |
Public Finance Authority, Revenue Bonds (Cone Health) Ser.
A | | 5.00 | | 10/1/2052 | | 1,500,000 | | 1,606,938 | |
Public Finance Authority, Revenue
Bonds (EMU Campus Living) (Insured; Build America Mutual) Ser. A1 | | 5.50 | | 7/1/2052 | | 2,500,000 | | 2,738,579 | |
Public Finance Authority, Revenue Bonds (EMU Campus Living)
(Insured; Build America Mutual) Ser. A1 | | 5.63 | | 7/1/2055 | | 2,035,000 | | 2,247,156 | |
Public Finance Authority, Revenue Bonds (Roseman University
of Health Sciences) | | 5.00 | | 4/1/2030 | | 45,000 | b,g | 50,467 | |
Public Finance Authority, Revenue Bonds (Southminster Obligated
Group) | | 5.00 | | 10/1/2053 | | 2,015,000 | b | 2,011,930 | |
Public Finance Authority, Revenue Bonds, Refunding (Mary's
Woods at Marylhurst Project) | | 5.25 | | 5/15/2047 | | 750,000 | b | 753,961 | |
Public Finance Authority, Revenue Bonds, Ser. 1 | | 5.75 | | 7/1/2062 | | 4,651,694 | | 4,969,850 | |
34
| | | | | | | | | |
|
Description
| Coupon Rate
(%) | | Maturity Date | | Principal Amount
($) | | Value
($) | |
Long-Term
Municipal Investments - 147.2% (continued) | | | |
Wisconsin
- 3.9% (continued) | | | | | |
Wisconsin Health &
Educational Facilities Authority, Revenue Bonds (Bellin Memorial Hospital Obligated Group) | | 5.50 | | 12/1/2052 | | 1,250,000 | | 1,400,224 | |
Wisconsin Health &
Educational Facilities Authority, Revenue Bonds, Refunding (St. Camillus Health System Obligated Group) | | 5.00 | | 11/1/2046 | | 2,000,000 | | 1,976,204 | |
| 17,755,309 | |
Total Investments (cost $652,240,717) | | 147.2% | 664,698,064 | |
Liabilities, Less Cash and Receivables | | (47.2%) | (213,027,480) | |
Net Assets Applicable
to Common Stockholders | | 100.0% | 451,670,584 | |
a 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.
b 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 September
30, 2024, these securities were valued at $263,637,235 or 58.37% of net assets.
c Non-income producing—security in default.
d The Variable Rate is 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 Security issued with a zero coupon. Income is recognized through
the accretion of discount.
g 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.
See notes to financial statements.
35
| | | |
|
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 | 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 | TSFR | Term Secured Overnight
Financing Rate |
USBMMY | U.S. Treasury Bill Money Market Yield | U.S. T-BILL | U.S. Treasury Bill |
XLCA | XL Capital Assurance | VMTP Shares | Variable Rate MuniFund Term Preferred Shares |
| | | |
See notes to financial statements.
36
STATEMENT
OF ASSETS AND LIABILITIES
September 30, 2024
| | | | | | |
| | | | | | |
| | | Cost | | Value | |
Assets ($): | | | | |
Investments in securities—See Statement of Investments | 652,240,717 | | 664,698,064 | |
Cash | | | | | 3,487,922 | |
Interest
receivable | | 8,774,763 | |
Prepaid expenses | | | | | 46,193 | |
| | | | |
677,006,942 | |
Liabilities ($): | | | | |
Due to BNY Mellon Investment Adviser, Inc.
and affiliates—Note 2(b) | | 288,206 | |
Payable for inverse floater notes issued—Note
3 | | 140,130,000 | |
VMTP
Shares at liquidation value—Note 1 ($78,900,000 face amount,
respectively, report net of unamortized VMTP Shares deferred offering cost
of $167,319)—Note 1(g) | | 78,732,681 | |
Payable for investment securities
purchased | | 3,328,550 | |
Interest and expense payable
related to inverse floater notes issued—Note 3 | | 1,545,179 | |
Dividends
payable to Common Stockholders | | 1,183,526 | |
Directors’ fees and expenses payable | | 4,000 | |
Other
accrued expenses | | | | | 124,216 | |
| | | | |
225,336,358 | |
Net Assets Applicable
to Common Stockholders ($) | | | 451,670,584 | |
Composition
of Net Assets ($): | | | | |
Common Stock, par value, $.001 per share (62,290,854
shares issued and outstanding) | | | | | 62,291 | |
Paid-in
capital | | | | | 492,991,198 | |
Total distributable earnings
(loss) | | | | | (41,382,905) | |
Net
Assets Applicable to Common Stockholders ($) | | | 451,670,584 | |
| | | | |
Shares Outstanding | | |
(500 million shares authorized) | 62,290,854 | |
Net
Asset Value Per Share of Common Stock ($) | | 7.25 | |
| | | | |
See notes to financial statements. | | | | |
37
STATEMENT
OF OPERATIONS
Year
Ended September 30, 2024
| | | | | | |
| | | | | | |
| | | | | | |
Investment
Income ($): | | | | |
Interest Income | | | 28,695,413 | |
Expenses: | | | | |
Management
fee—Note 2(a) | | | 3,811,689 | |
Interest
and expense related to inverse floater notes issued—Note 3 | | | 4,876,471 | |
VMTP
Shares interest expense and amortization of offering costs—Note1(g) | | | 3,664,994 | |
Professional
fees | | | 156,884 | |
Directors’
fees and expenses—Note 2(c) | | | 80,090 | |
Registration
fees | | | 65,711 | |
Shareholders’
reports | | | 44,802 | |
Shareholder
servicing costs | | | 42,685 | |
Custodian
fees—Note 2(b) | | | 12,689 | |
Chief
Compliance Officer fees—Note 2(b) | | | 12,410 | |
Redemption and Paying Agent fees—Note 2(b) | | | 10,000 | |
Miscellaneous | | | 41,075 | |
Total
Expenses | | |
12,819,500 | |
Less—reduction in expenses
due to undertaking—Note 2(a) | | | (508,225) | |
Less—reduction
in fees due to earnings credits—Note 2(b) | | | (12,689) | |
Net
Expenses | | | 12,298,586 | |
Net Investment Income | | | 16,396,827 | |
Realized
and Unrealized Gain (Loss) on Investments—Note 3 ($): | | |
Net realized gain (loss) on
investments | (8,268,128) | |
Net
change in unrealized appreciation (depreciation) on investments | 65,385,566 | |
Net Realized and Unrealized Gain (Loss) on
Investments | 57,117,438
| |
Net Increase in Net Assets Applicable to
Common Stockholders Resulting from Operations | 73,514,265 | |
| | | | | | |
See notes to financial statements. | | | | | |
38
STATEMENT
OF CASH FLOWS
Year
Ended September 30, 2024
| | | | | | |
| | | | | |
| | | | | | |
Cash Flows from Operating Activities ($): | | | | | |
Purchases of portfolio securities | |
(202,299,339) | | | |
Proceeds from sales of portfolio securities | 198,714,778 | | | |
Interest income received | | 28,775,732 | | | |
Interest and expense related to inverse
floater notes issued | | (5,059,607) | | | |
VMTP
Shares interest expense and amortization of offering costs paid | | (3,565,929) | | | |
Expenses paid to BNY Mellon Investment
Adviser, Inc. and affiliates | | (3,312,748) | | | |
Operating expenses paid | | (435,625) | | | |
Net Cash Provided (or Used) in Operating Activities | | 12,817,262 | |
Cash
Flows from Financing Activities ($): | | | | | |
Dividends paid to Common Stockholders | | (14,202,315) | | | |
Decrease in payable for inverse floater notes
issued | | (1,357,907) | | | |
Net
Cash Provided (or Used) in Financing Activities | | (15,560,222) | |
Net Increase (Decrease) in Cash | | (2,742,960) | |
Cash
at beginning of period | | 6,230,882 | |
Cash
at End of Period | |
3,487,922 | |
Reconciliation
of Net Increase (Decrease) in Net Assets Applicable to Common Stockholders
Resulting from Operations to Net Cash Provided (or Used) in Operating Activities
($): | | | |
Net
Increase in Net Assets Resulting From Operations | | 73,514,265 | | | |
Adjustments
to Reconcile Net Increase (Decrease) in Net Assets Applicable to Common Stockholders
Resulting from Operations to Net Cash
Provided (or Used) in Operating Activities ($): | | | |
Decrease in investments in securities at
cost | | 7,529,796 | | | |
Decrease in interest receivable | | 80,319 | | | |
Decrease in receivable for investment securities
sold | | 2,025,759 | | | |
Decrease in unamortized VMTP Shares offering
costs | | 99,065 | | | |
Increase in prepaid expenses | | (15,865) | | | |
Increase in Due to BNY Mellon Investment
Adviser, Inc. and affiliates | |
13,126 | | | |
Decrease in payable for investment securities purchased | | (4,871,988) | | | |
Decrease in interest and expense payable
related to inverse floater notes issued | |
(183,136) | | | |
Increase in Directors' fees and expenses payable | |
4,000 | | | |
Increase in other accrued expenses | | 7,487
| | | |
Net change in unrealized (appreciation) depreciation
on investments | | (65,385,566) | | | |
Net
Cash Provided (or Used) in Operating Activities | | 12,817,262 | |
See notes to financial statements. | | | | | |
39
STATEMENT
OF CHANGES IN NET ASSETS
| | | | | | | | | |
| | |
Year Ended September 30, |
| | | | 2024 | | 2023 | |
Operations
($): | | | | | | | | |
Net investment income | | | 16,396,827 | | | | 18,497,056 | |
Net
realized gain (loss) on investments | | (8,268,128) | | | | (12,831,234) | |
Net
change in unrealized appreciation
(depreciation) on investments | | 65,385,566
| | | | (544,708) | |
Dividends
to Preferred Stockholders | | | - | | | | (3,321,457) | |
Net Increase
(Decrease) in Net Assets Applicable to Common Stockholders
Resulting from Operations | 73,514,265 | | | | 1,799,657 | |
Distributions
($): | |
Distributions to stockholders | | | (14,202,315) | | | | (17,129,985) | |
Distributions
to Common Stockholders |
(14,202,315) | | | |
(17,129,985) | |
Net proceeds from VMTP Shares
sold | -
| | | | 78,900,000 | |
Cost
of Auction Preferred Stock shares redeemed | - | | | | (78,900,000) | |
Total
Increase (Decrease) in Net Assets Applicable to Common Stockholders | 59,311,950 | | | | (15,330,328) | |
Net Assets
Applicable to Common Stockholders ($): | |
Beginning
of Period | | | 392,358,634 | | | | 407,688,962 | |
End
of Period | | | 451,670,584 | | | | 392,358,634 | |
| | | | | | | | | |
See notes to financial statements. | | | | | | | | |
40
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.
| | | | | | |
| | |
| | Year Ended September 30, |
| | 2024 | 2023a | 2022b | 2021c | 2020d |
Per Share Data ($): | | | | | | |
Net asset value, beginning of period | | 6.30 | 6.54 | 8.71 | 8.37 | 8.68 |
Investment
Operations: | | | | | | |
Net
investment incomee | | .26 | .30 | .38 | .41 | .43 |
Net
realized and unrealized gain (loss) on investments | | .92 | (.21) | (2.17) | .35 | (.30) |
Dividends
to Preferred Stockholders from net investment income | | - | (.05) | (.01) | (.00)f | (.02) |
Total
from Investment Operations | | 1.18 | .04 | (1.80) | .76 | .11 |
Distributions to Common
Stockholders: | | | | | | |
Dividends from net investment income | | (.23) | (.28) | (.37) | (.42) | (.42) |
Net
asset value, end of period | | 7.25 | 6.30 | 6.54 | 8.71 | 8.37 |
Market value, end of period | | 6.51 | 5.33 | 6.08 | 8.70 | 8.28 |
Market Price Total Return (%) | | 26.86 | (8.29) | (26.54) | 10.29 | 1.58 |
41
FINANCIAL
HIGHLIGHTS (continued)
| | | | | | |
| | |
| | Year Ended September 30, |
| | 2024 | 2023a | 2022b | 2021c | 2020d |
Ratios/Supplemental
Data (%): | | | | | | |
Ratio of total expenses to average net
assets | | 2.99g | 2.51 | 1.47 | 1.24 | 1.70 |
Ratio
of net expenses to average net assets | | 2.86g | 2.39 | 1.35 | 1.12 | 1.58 |
Ratio
of interest and expense related to inverse floater notes issued, VMTP
Shares interest expense to average net assets | | 1.99g | 1.49 | .47 | .26 | .73 |
Ratio
of net investment income to average net assets | | 3.82g | 4.37 | 4.81 | 4.71 | 5.11 |
Portfolio
Turnover Rate | | 28.92 | 21.29 | 25.44 | 11.05 | 36.52 |
Asset Coverage of VMTP Shares and
Preferred Stock, end of period | | 672 | 597 | 617 | 787 | 760 |
Net Assets applicable to Common
Stockholders, end of period ($ x 1,000) | | 451,671 | 392,359 | 407,689 | 542,342 | 520,677 |
VMTP
Shares and Preferred Stock Outstanding, end of
period ($ x 1,000) | | 78,900 | 78,900 | 78,900 | 78,900 | 78,900 |
Floating Rate Notes Outstanding, end of period ($
x 1,000) | | 140,130 | 141,488 | 174,781 | 195,856 | 222,556 |
a The
ratios based on total average net assets including dividends to Preferred Stockholders are as follows:
total expense ratio of 2.18%, a net expense ratio of 2.08%, an interest expense related to floating rate
notes issued ratio of 1.30% and a net investment income of 3.80%.
b The ratios based on total average net assets including dividends
to Preferred Stockholders are as follows: total expense ratio of 1.26%, a net expense ratio of 1.16%,
an interest expense related to floating rate notes issued ratio of .41% and a net investment income of
4.14%.
c The
ratios based on total average net assets including dividends to Preferred Stockholders are as follows:
total expense ratio of 1.08%, a net expense ratio of .98%, an interest expense related to floating rate
notes issued ratio of .23% and a net investment income of 4.11%.
d The ratios based on total average net assets including dividends
to Preferred Stockholders are as follows: total expense ratio of 1.48%, a net expense ratio of 1.37%,
an interest expense related to floating rate notes issued ratio of .63% and a net investment income of
4.44%.
e
Based on average common shares outstanding.
f Amount represents less than $.01 per share.
g Amount inclusive of VMTP Shares amortization of offering cost.
See notes to financial statements.
42
NOTES
TO FINANCIAL STATEMENTS
NOTE 1—Significant Accounting Policies:
BNY
Mellon Strategic Municipals, 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 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”), serves as the fund’s
investment adviser. Insight North America LLC (the “Sub-Adviser”), an indirect wholly-owned subsidiary
of BNY and an affiliate of the Adviser, serves as the fund’s sub-adviser. The fund’s Common Stock
trades on the New York Stock Exchange (the “NYSE”) under the ticker symbol LEO.
The
fund has outstanding 3,156 shares of Variable Rate MuniFund Term Preferred Shares (“VMTP Shares”).
The fund is subject to certain restrictions relating to the VMTP Shares. Failure to comply with these
restrictions could preclude the fund from declaring any distributions to shareholders of the fund’s
Common Stock (“Common Stockholders”) or repurchasing shares of Common Stock and/or could trigger
the mandatory redemption of VMTP Shares at their liquidation value (i.e., $25,000 per share). Thus, redemptions
of VMTP Shares may be deemed to be outside of the control of the fund.
The
VMTP Shares have a mandatory redemption date of July 14, 2053, and are subject to an initial early redemption
date of July 13, 2026, subject to the option of the shareholders to retain the VMTP Shares. VMTP Shares
that are neither retained by the shareholder nor successfully remarketed by the early redemption date
will be redeemed by the fund.
The shareholders of VMTP Shares, voting as a separate class,
have the right to elect at least two directors. The shareholders of VMTP Shares will vote as a separate
class on certain other matters, as required by law. The fund’s Board of Directors (the “Board”)
has designated Robin A. Melvin and Benaree Pratt Wiley as directors to be elected by the holders of VMTP
Shares.
Dividends
on VMTP Shares are normally declared daily and paid monthly. The Dividend Rate on the VMTP Shares is,
except as otherwise provided, equal to the rate per annum that results from the sum of (1) the Index
Rate plus (2) the Applicable Spread as determined for the VMTP Shares on the Rate Determination Date
immediately preceding such Subsequent Rate Period plus (3) the Failed Remarketing Spread (all defined
terms as defined in the fund’s articles supplementary).
43
NOTES
TO FINANCIAL STATEMENTS (continued)
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 fund
enters
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.
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).
44
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:
The Board has designated
the Adviser as the fund’s valuation designee to make all fair value determinations with respect to
the fund’s portfolio investments, subject to the Board’s oversight and pursuant to Rule 2a-5 under
the Act.
Investments in municipal 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). Municipal 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. The Service is engaged under the
general oversight of the Board. All of the preceding securities are generally categorized within Level
2 of the fair value hierarchy.
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.
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.
45
NOTES
TO FINANCIAL STATEMENTS (continued)
The
following is a summary of the inputs used as of September 30, 2024 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:† | | |
Municipal
Securities | - | 664,698,064 | | - | 664,698,064 | |
Liabilities
($) | | |
Other Financial Instruments: | | |
Inverse Floater Notes†† | - | (140,130,000) | | - | (140,130,000) | |
VMTP
Shares†† | - | (78,900,000) | | - | (78,900,000) | |
† 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) 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. The value of a security may also decline
due to general market conditions that are not specifically related to a particular company or industry,
such as real or perceived adverse economic conditions, changes in the general outlook for corporate earnings,
changes in interest or currency rates, changes to inflation, adverse changes to credit markets or adverse
investor sentiment generally.
Additional Information section within
this annual report provides more details about the fund’s principal risk factors.
(d) Dividends and distributions
to Common Stockholders: Dividends and distributions are recorded on the ex-dividend date. Dividends from
net investment income 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
46
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
Stockholders will have their distributions reinvested in additional shares of the fund, unless such Common
Stockholders 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 September 27, 2024, the Board declared a cash dividend
of $.019 per share from net investment income, payable on October 31, 2024 to Common Stockholders of
record as of the close of business on October 15, 2024. The ex-dividend date was October 15, 2024.
(e)
Dividends to stockholders of VMTP Shares: The Dividend Rate on the VMTP Shares is, except as otherwise
provided, equal to the rate per annum that results from the sum of (1) the Index Rate plus (2) the Applicable
Spread as determined for the VMTP Shares on the Rate Determination Date immediately preceding such Subsequent
Rate Period plus (3) the Failed Remarketing Spread. The Applicable Rate of the VMTP Shares was equal
to the sum of 1.05% per annum plus the Securities Industry and Financial Markets Association Municipal
Swap Index rate of 3.15% on September 30, 2024. The dividend rate as of September 30, 2024 for the VMTP
Shares was 4.20% (all terms as defined in the fund’s articles supplementary).
(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 September 30, 2024, 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 September 30, 2024, the fund did not incur any interest or penalties.
47
NOTES
TO FINANCIAL STATEMENTS (continued)
Each tax year in the four-year period ended September 30, 2024 remains subject
to examination by the Internal Revenue Service and state taxing authorities.
At
September 30, 2024, the components of accumulated earnings on a tax basis were as follows: undistributed
tax-exempt income $2,619,098, accumulated capital losses $55,891,527 and unrealized appreciation $13,073,050.
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 September 30, 2024. The fund has $20,848,789 of short-term capital losses and $35,042,738
of long-term capital losses which can be carried forward for an unlimited period.
The
tax character of distributions paid to Common Stockholders during the fiscal years ended September 30,
2024 and September 30, 2023 were as follows: tax-exempt income $14,202,315 and $20,451,442, respectively.
(g)
VMTP Shares: The fund’s VMTP Shares aggregate liquidation preference is shown as a liability
since they have a stated mandatory redemption date of July 14, 2053. Dividends paid on VMTP Shares are
treated as interest expense and recorded on the accrual basis. Costs directly related to the issuance
of the VMTP Shares are considered debt issuance costs which have been deferred and are being amortized
into expense over 36 months from July 12, 2023.
During the period ended
September 30, 2024, total interest expenses and amortized offering costs with respect to VMTP Shares
amounted to $3,664,994 inclusive of $3,563,758 of interest expense and $101,236 amortized deferred cost
fees. These fees are included in VMTP Shares interest expense and amortization of offering costs in the
Statement of Operations.
The average amount of borrowings outstanding for the VMTP
Shares during the period ended September 30, 2024 was approximately $78,900,000, with a related weighted
average annualized interest rate of 4.52%.
48
NOTE
2—Management Fee, Sub-Advisory Fee and Other Transactions with Affiliates:
(a) Pursuant to a management
agreement (the “Agreement”) with the Adviser, the management fee is computed at the annual rate of
..75% of the value of the fund’s average weekly net assets (including net assets representing VMTP Shares
outstanding) and is payable monthly. The Agreement provides for an expense reimbursement from the Adviser
should the fund’s aggregate expenses (excluding taxes, interest on borrowings, brokerage fees and extraordinary
expenses) in any full fiscal year exceed the lesser of (1) the expense limitation of any state having
jurisdiction over the fund or (2) 2% of the first $10 million, 1½%
of the next $20 million and 1% of the excess over $30 million of the average weekly value of the fund’s
net assets. During the period ended September 30, 2024, there was no expense reimbursement pursuant to
the Agreement.
The Adviser has agreed, from October 1, 2023 through November 29, 2024, to waive
receipt of a portion of the fund’s management fee, in the amount of .10% of the value of the fund’s
average weekly net assets (including net assets representing VMTP Shares outstanding). The reduction
in expenses, pursuant to the undertaking, amounted to $508,225 during the period ended September 30,
2024.
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 .36% of the value of the fund’s average weekly net assets (including net assets representing
VMTP Shares outstanding).
(b) The fund has an arrangement
with The Bank of New York Mellon (the “Custodian”), a subsidiary of BNY and an affiliate of the Adviser,
whereby the fund may receive earnings credits when positive cash balances are maintained,
which are used to offset Custodian fees. For financial reporting purposes, the fund includes custody
net earnings credits as an expense offset in the Statement of Operations.
The fund compensates
the Custodian, under a custody agreement, for providing custodial services for the fund. These fees are
determined based on net assets, geographic region and transaction activity. During the period ended September
30, 2024, the fund was charged $12,689 pursuant to the custody agreement.
These fees were offset by earnings credits of $12,689.
The fund compensates The Bank of New York
Mellon under a Redemption and Paying Agent Agreement for providing certain transfer agency and payment
services with respect to the VMTP Shares. During the period ended September 30, 2024, the fund was charged
$10,000 for the
49
NOTES
TO FINANCIAL STATEMENTS (continued)
services provided by the Redemption and Paying Agent (the “Redemption and Payment
Agent”).
During the period ended September 30, 2024, the fund was charged $12,410 for services
performed by the fund’s 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: Management
fee of $323,909, Custodian fees of $2,442, Chief Compliance Officer fees of $2,561 and the Redemption
and Paying Agent fees of $2,500, which are offset against an expense reimbursement currently in effect
in the amount of $43,206.
(c) Each board member of the fund also serves as a board member
of other funds in the BNY Mellon Family of Funds complex. Annual retainer fees and meeting 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 September 30, 2024, amounted to $148,181,701 and $144,922,609, 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 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.
50
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 September 30, 2024 was approximately $122,609,594 with a related
weighted average annualized interest rate of 3.98%.
At September 30, 2024, the
cost of investments for federal income tax purposes was $511,495,014; accordingly, accumulated net unrealized
appreciation on investments was $13,073,050, consisting of $27,658,058 gross unrealized appreciation
and $14,585,008 gross unrealized depreciation.
51
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of BNY Mellon Strategic Municipals,
Inc.
Opinion on the Financial Statements
We
have audited the accompanying statement of assets and liabilities of BNY Mellon Strategic Municipals,
Inc. (the “Fund”), including the statement of investments, as of September 30, 2024, 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 September 30, 2024, 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 September 30, 2024, by correspondence
with the custodian, brokers and others; when replies were not received from brokers and others, we performed
other auditing procedures. 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
November 22, 2024
52
ADDITIONAL
INFORMATION (Unaudited)
Dividend Reinvestment and Cash Purchase Plan
Under the fund’s
Dividend Reinvestment and Cash Purchase Plan (the “Plan”), a holder of Common Stock who has fund
shares registered in his 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 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 Stockholder
who owns fund shares registered in nominee name through his 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 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 Stockholder who has fund shares registered in his or her name may elect to withdraw from the Plan
at any time for a $2.50 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 Stockholder’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.
A Plan participant
who has fund shares in his name has the option of making additional cash payments to the Administrator,
semi-annually, in any amount from $1,000 to $10,000, for investment in the fund’s shares in the open
market on or about January 15 and July 15. Any voluntary cash payments received more than 30 days prior
to these dates will be returned by the Administrator, and interest will not be paid on any uninvested
cash payments. A participant may withdraw a voluntary cash payment by written notice, if the notice is
received by the Administrator not less than 48 hours before the payment is to be invested. A Common Stockholder
who owns fund shares registered in street name should consult his broker/dealer to determine whether
an additional cash purchase option is available through his broker/dealer.
53
ADDITIONAL
INFORMATION (Unaudited) (continued)
The Administrator maintains all Common Stockholder 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 and purchases from voluntary
cash payments, and a $1.25 fee for each purchase made from a voluntary cash payment.
The
fund reserves the right to amend or terminate the Plan as applied to any voluntary cash payments made
and any dividend or distribution paid subsequent to 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 times pay out more or less than the entire amount of net investment income earned in any
particular month and may at times in any month pay out any 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 maximize current income exempt from federal income tax to the extent 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 has adopted a fundamental investment policy to invest, under normal
market conditions, at least 80% of its net assets in municipal obligations, the income from which is
exempt from federal personal income tax. 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.
54
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 50% 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 Sub-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 Sub-Adviser in the case of short term obligations having or deemed to
have maturities of less than one year. Investment grade bonds are those rated in the four highest rating
categories of Moody’s, S&P or Fitch. 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 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 Sub-Adviser determines that the purchase is consistent
with the fund’s investment objective. The fund’s ability to invest in lower rated municipal obligations
may be limited as a condition to S&P’s “AAA” rating of the fund’s VMTP Shares.
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
55
ADDITIONAL
INFORMATION (Unaudited) (continued)
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 Sub-Adviser determines that their purchase is consistent with the fund’s investment objective.
Under normal market conditions, the weighted average maturity of the fund’s
portfolio is expected to exceed ten years.
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 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 35 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
56
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.
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.
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 issued VMTP Shares and issues 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 Stockholders 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 Stockholders, 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
57
ADDITIONAL
INFORMATION (Unaudited) (continued)
interest rates will benefit Common Stockholders. When either of these conditions
change along with other factors that may have an effect on VMTP Shares 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 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).
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 50% 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
58
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 Sub-Adviser’s judgment may play a greater role
in valuation because less reliable, objective data may be available.
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. A wide variety of market
factors can cause interest rates to rise, including
59
ADDITIONAL
INFORMATION (Unaudited) (continued)
central bank monetary policy, rising inflation and changes in general economic
conditions. It is difficult to predict the pace at which central banks or monetary authorities may increase
(or decrease) interest rates or the timing, frequency, or magnitude of such changes. 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. Changing interest rates may have unpredictable effects on markets, may result in heightened market
volatility and may detract from fund performance. 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%.
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 Stockholders 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 Stockholders 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.,
60
“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.
Leverage Risk. Leverage is a speculative technique and
there are special risks and costs associated with leveraging. There is no assurance that the fund’s
leveraging strategy will be successful. Leverage involves risks and special considerations for Common
Stockholders, 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 Stockholders;
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 may negatively
affect many issuers, which could adversely affect the fund. Global economies and financial markets are
becoming increasingly
61
ADDITIONAL
INFORMATION (Unaudited) (continued)
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.
Risk of Market Price
Discount from Net Asset Value. Shares of closed-end funds frequently trade at a market price
that is below their net asset value. This is commonly referred to as “trading at a discount.” This
characteristic of shares of closed-end funds is a risk separate and distinct from the risk that the fund’s
net asset value may decrease.
Whether Common Stockholders will realize
a gain or loss upon the sale of Common Stock will depend upon whether the market value of Common Stock
at the time of sale is above or below the price the Common Stockholder paid, taking into account transaction
costs, for Common Stock and is not directly dependent upon the fund’s net asset value. Because the
market value of Common Stock will be determined by factors such as the relative demand for and supply
of Common Stock in the market, general market conditions and other factors beyond the control of the
fund, the fund cannot predict whether its Common Stock will trade at, below or above net asset value,
or below or above the initial offering price for such Common Stock.
Management Risk. The fund is subject
to management risk because the Sub-Adviser actively manages the fund. The Sub-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 Sub-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 Stockholders to transact business with the fund; violations of applicable privacy, data security
or other laws; regulatory fines
62
and penalties; reputational damage; reimbursement or other 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
During
the period ended September 30, 2024, 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.
63
IMPORTANT
TAX INFORMATION (Unaudited)
In accordance with federal tax law, the
fund hereby reports all the dividends paid from net investment income during its fiscal year ended September
30, 2024 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 2024 calendar year on Form 1099-DIV, which will be mailed in early 2025.
64
PROXY
RESULTS (Unaudited)
Common Stockholders and holders of VMTP
Shares voted together as a single class (except as noted below) on the following proposals presented
at the annual meeting of stockholders held on June 12, 2024.
| | | | |
| | Shares |
| | For | | Authority Withheld |
To
elect one Class I Director†: | | | |
| Benaree
Pratt Wiley†† | 3,156 | | - |
To
elect two Class III Directors†††: | | | |
| Joan
L. Gulley | 46,864,232 | | 3,522,729 |
| Burton N. Wallack | 45,985,243 | | 4,401,718 |
† The
term of the Class I Directors expires in 2025.
†† Elected solely by holders of VMTP Shares; Common Stockholders
not entitled to vote.
††† The
term of the Class III Directors expires in 2027.
65
BOARD
MEMBERS INFORMATION (Unaudited)
Independent
Board Members
Joseph
S. DiMartino (80)
Chairman of the Board (1995)
Current term expires in 2025.
Principal Occupation During Past 5 Years:
· Director or Trustee of funds in the BNY Mellon Family of Funds
and certain other entities (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-May 2023)
No. of Portfolios for which Board Member Serves: 80
———————
Joan
Gulley (76)
Board Member (2017)
Current term expires in 2027.
Principal
Occupation During Past 5 Years:
· Nantucket
Atheneum, public library, Chair (June 2018-June 2021) and Director
(2015-June 2021)
· Orchard
Island Club, golf and beach club, Governor (2016-Present) and President (February
2023-Present)
No. of Portfolios for which Board Member Serves: 40
———————
Alan
H. Howard (65)
Board Member (2018)
Current term expires in 2026.
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-May 2019); and Board Member of its two operating subsidiaries, Dynatech International
LLC and Military Parts Exchange LLC (2012-December 2019), including Chief Executive Officer
of an operating subsidiary, Dynatech International LLC (2013-May 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: 12
———————
66
Robin
A. Melvin (60)
Board Member (1995)
Current term expires in 2026.
Principal
Occupation During Past 5 Years:
· Westover
School, a private girls’ boarding school in Middlebury, Connecticut, Trustee
(2019-June 2023)
· Mentor
Illinois, a non-profit organization dedicated to increasing the quantity and quality of mentoring services
in Illinois. Co-Chair (2014–March 2020); Board Member
(2013-March 2020)
· JDRF,
a non-profit juvenile diabetes research foundation, Board Member (June 2021-June 2022)
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)
· HPS
Corporate Capital Solutions Fund, a close-end management investment company regulated as a business development
company, Trustee, (December 2023-Present)
No. of Portfolios for
which Board Member Serves: 62
———————
Burton
N. Wallack (73)
Board Member (2006)
Current term expires in 2027.
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: 12
———————
Benaree
Pratt Wiley (78)
Board Member (1989)
Current term expires in 2027.
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-December 2020)
No. of Portfolios for
which Board Member Serves: 52
———————
67
BOARD
MEMBERS INFORMATION (Unaudited) (continued)
Gordon
J. Davis (83)
Advisory Board Member (2021)
Principal Occupation
During Past 5 Years:
· Venable
LLP, a law firm, Partner (2012-Present)
Other Public Company Board Memberships
During Past 5 Years:
· BNY
Mellon Family of Funds (53 funds), Board Member (1995-August 2021)
No. of Portfolios for
which Advisory Board Member Serves: 34
———————
The address of the Board Members and Officers is c/o BNY Mellon Investment Adviser,
Inc., 240 Greenwich Street, New York, New York 10286.
68
OFFICERS
OF THE FUND (Unaudited)
DAVID DIPETRILLO, President since January 2021.
Vice
President and Director of the Adviser since February 2021; Head of North America Distribution, BNY Investments
since February 2023; and Head of North America Product, BNY Investments from January 2018 to February
2023. He is an officer of 51 investment companies (comprised of 93 portfolios) managed by the Adviser
or an affiliate of the Adviser. He is 46 years old and has been an employee of BNY since 2005.
JAMES
WINDELS, Treasurer since November 2001.
Director of the Adviser
since February 2023; Vice President of the Adviser since September 2020; and Director–BNY Fund Administration.
He is an officer of 52 investment companies (comprised of 110 portfolios) managed by the Adviser or an
affiliate of the Adviser. He is 66 years old and has been an employee of the 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 the Adviser and Associate General Counsel
of BNY since July 2021; Senior Managing Counsel of BNY from December 2020 to July 2021; and Managing
Counsel of BNY from March 2009 to December 2020. He is an officer of 52 investment companies (comprised
of 110 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 56 years old and has
been an employee of BNY since April 2004.
SARAH S. KELLEHER, Secretary since April 2024 and Vice President
since April 2014.
Vice President of BNY Mellon ETF Investment
Adviser; LLC since February 2020; Senior Managing Counsel of BNY since September 2021; and Managing Counsel
of BNY from December 2017 to September 2021. She is an officer of 52 investment companies (comprised
of 110 portfolios) managed by the Adviser or an affiliate of the Adviser. She is 48 years old and has
been an employee of BNY since March 2013.
DEIRDRE CUNNANE, Vice President and Assistant Secretary since
March 2019.
Managing Counsel of BNY since December 2021; and Counsel of
BNY from August 2018 to December 2021. She is an officer of 52 investment companies (comprised of 110
portfolios) managed by the Adviser or an affiliate of the Adviser. She is 34 years old and has been an
employee of BNY since August 2013.
LISA M. KING, Vice President and Assistant Secretary since March
2024.
Counsel of BNY since June 2023; and Regulatory Administration
Group Manager at BNY Mellon Asset Servicing from February 2016 to June 2023. She is an officer of 52
investment companies (comprised of 110 portfolios) managed by the Adviser or an affiliate of the Adviser.
She is 56 years old and has been an employee of BNY since February 2016.
JEFF PRUSNOFSKY, Vice President
and Assistant Secretary since August 2005.
Senior Managing Counsel
of BNY. He is an officer of 52 investment companies (comprised of 110 portfolios) managed by the Adviser
or an affiliate of the Adviser. He is 59 years old and has been an employee of the Adviser since October
1990.
AMANDA
QUINN, Vice President and Assistant Secretary since March 2020.
Managing
Counsel of BNY since March 2024 and Counsel of BNY from June 2019 to February 2024. She is an officer
of 52 investment companies (comprised of 110 portfolios) managed by the Adviser or an affiliate of the
Adviser. She is 39 years old and has been an employee of BNY since June 2012.
69
OFFICERS
OF THE FUND (Unaudited) (continued)
DANIEL
GOLDSTEIN, Vice President since March 2022.
Head of Product Development
of North America Distribution, BNY Investments since January 2018; Executive Vice President of North
America Product, BNY Investments since April 2023; and Senior Vice President, Development & Oversight
of North America Product, BNY Investments from 2010 to March 2023. He is an officer of 51 investment
companies (comprised of 93 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 55
years old and has been an employee of BNY Mellon Securities Corporation since 1991.
JOSEPH MARTELLA, Vice President
since March 2022.
Vice President of the Adviser since December
2022; Head of Product Management of North America Distribution, BNY Investments since January 2018; Executive
Vice President of North America Product, BNY Investments since April 2023; and Senior Vice President
of North America Product, BNY Investments from 2010 to March 2023. He is an officer of 51 investment
companies (comprised of 93 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 47
years old and has been an employee of BNY Mellon Securities Corporation since 1999.
ROBERTO G. MAZZEO, Assistant
Treasurer since June 2024.
Financial Reporting Manager - BNY Fund
Administration. He is an officer of 52 investment companies (comprised of 110 portfolios) managed by
the Adviser or an affiliate of the Adviser. He is 44 years old and has been an employee of the Adviser
since October 2006.
GAVIN C. REILLY, Assistant Treasurer since December 2005.
Tax
Manager–BNY Fund Administration. He is an officer of 52 investment companies (comprised of 110 portfolios)
managed by the Adviser or an affiliate of the Adviser. He is 56 years old and has been an employee of
the Adviser since April 1991.
ROBERT SALVIOLO, Assistant Treasurer since July 2007.
Senior
Accounting Manager–BNY Fund Administration. He is an officer of 52 investment companies (comprised
of 110 portfolios) managed by the Adviser or an affiliate of the Adviser. He is 57 years old and has
been an employee of the Adviser since June 1989.
ROBERT SVAGNA, Assistant Treasurer since December 2002.
Senior Accounting Manager–BNY Fund Administration. He is an officer of 52 investment
companies (comprised of 110 portfolios) managed by the Adviser or an affiliate of the Adviser. He is
57 years old and has been an employee of the 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; and Chief Compliance Officer
of the Adviser from 2004 until June 2021. He is the Chief Compliance Officer of 51 investment companies
(comprised of 97 portfolios) managed by the Adviser. He is 67 years old.
70
OFFICERS
AND DIRECTORS
BNY Mellon Strategic Municipals, Inc.
240 Greenwich Street
New York, NY 10286
| | | | | |
Directors | | Officers (continued) | |
Joseph S. DiMartino,
Chairman | | Assistant
Treasurers | |
Joan
Gulley | |
Roberto G. Mazzeo | |
Alan H. Howard | | Gavin C. Reilly | |
Robin A. Melvin† | | Robert Salviolo | |
Burton N. Wallack | | Robert Svagna | |
Benaree
Pratt Wiley† | | Chief Compliance Officer | |
Gordon Davis†† | | Joseph W. Connolly | |
†
Elected by VMTP Shares Holders | | Portfolio Managers | |
†† Advisory
Board Member | | Daniel
A. Rabasco | |
Officers | | Jeffrey B. Burger | |
President | | | |
David DiPetrillo | | | |
Chief Legal Officer | | Adviser | |
Peter M. Sullivan | | BNY Mellon Investment Adviser, Inc. | |
Vice President and Secretary | | Sub-Adviser | |
Sarah S. Kelleher | | Insight
North America LLC | |
Vice President and Assistant Secretaries | | Custodian | |
Deirdre Cunnane | | The Bank of New York Mellon | |
Amanda Quinn | | Counsel | |
Lisa M. King | | Stradley Ronon Stevens & Young, LLP | |
Jeff Prusnofsky | | Transfer Agent, | |
Treasurer | | Dividend Disbursing Agent | |
James Windels | | and Registrar | |
Vice Presidents | | Computershare Inc. | |
Daniel Goldstein | | (Common Stock) | |
Joseph Martella | | The Bank of New York Mellon | |
| | (VMTP
Shares) | |
| | Stock Exchange Listing | |
| | NYSE
Symbol: LEO | |
| | Initial SEC Effective Date | |
| | 9/23/87 | |
The fund’s net asset value per share appears in the following publications: Barron’s,
Closed-End Bond Funds section under the heading “Municipal Bond Funds” every Monday; and The Wall
Street Journal, Mutual Funds section under the heading “Closed-End Funds” every Monday. | | |
Notice
is hereby given in accordance with Section 23(c) of the Act that the fund may purchase shares of its
Common Stock in the open market when it can do so at prices below the then current net asset value per
share. | | |
| | |
71
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72
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73
BNY
Mellon Strategic Municipals, Inc.
240 Greenwich Street
New
York, NY 10286
Adviser
BNY
Mellon Investment Adviser, Inc.
240 Greenwich Street
New
York, NY 10286
Sub-Adviser
Insight
North America LLC
200 Park Avenue, 7th Floor
New York, NY 10166
Custodian
The
Bank of New York Mellon
240 Greenwich Street
New York, NY 10286
Transfer
Agent &
Registrar (Common Stock)
Computershare Inc.
480
Washington Boulevard
Jersey City, NJ 07310
Dividend Disbursing Agent (Common Stock)
Computershare
Inc.
P.O. Box 30170
College Station, TX 77842
For more information about
the fund, visit https://bny.com/investments/closed-end-funds. Here you will find the fund’s most recently
available quarterly fact sheets and other information about the fund. The information posted on the fund’s
website is subject to change without notice.
The fund files its complete schedule of portfolio holdings
with the SEC for the first and third quarters of each fiscal year on Form N-PORT. The fund’s Forms
N-PORT are available on the SEC’s website at www.sec.gov.
A
description of the policies and procedures that the fund uses to determine how to vote proxies relating
to portfolio securities and information regarding how the fund voted these proxies for the most recent
12-month period ended June 30 is available at www.bny.com/investments and on the SEC’s website at www.sec.gov
and without charge, upon request, by calling 1-800-373-9387.
| |
0853AR0924
| |
Item 12. Disclosure of Proxy Voting
Policies and Procedures for Closed-End Management Investment Companies.
SUMMARY OF THE REGISTRANT'S
PROXY VOTING POLICY AND PROCEDURES
The Board of the Fund has adopted the
following procedures with respect to proxy voting by the Fund.
Delegation of
Proxy Voting Responsibility and Adoption of Proxy Voting Procedures
The board has delegated
the authority to vote proxies of companies held in the Fund's portfolio to Insight North America, LLC
("INA" or the "Sub-Adviser"), the fund's sub-adviser. In addition, the board has adopted proxy voting
procedures pursuant to which proxies of companies held in the Fund's portfolio will be voted. The proxy
voting policies and procedures adopted for the fund are those of the Sub-Adviser, as described below.
Proxy Voting Operations
The Fund has engaged
ISS as its proxy voting agent to administer the ministerial, non-discretionary elements of proxy voting
and reporting. The Fund for which ISS provides proxy voting and related services bears an equal share
of ISS's fees in connection with the provision of such services.
Voting Shares
of Certain Registered Investment Companies
Under certain circumstances, when the
Fund owns shares of another registered investment company (an "Acquired Fund"), the Fund may be required
by the 1940 Act or the rules thereunder, or exemptive relief from the 1940 Act and/or the rules thereunder,
to vote such Acquired Fund shares in a certain manner, such as voting the Acquired Fund shares in the
same proportion as the vote of all other shareholders of such Acquired Fund.
Securities
on Loan
Certain funds may participate in a securities lending program to generate income
for their portfolio. Generally, the voting rights pass with the securities on loan and any securities
on loan as of a record date cannot be voted by the fund. In certain circumstances, BNYM Investment Adviser
may seek to recall a security on loan before a record date in order to cast a vote (for example, if INA
determines, based on the information available at the time, that there is a material proxy event that
could effect the value of the loaned security and recalling the security for voting purposes would be
in the best interest of the Fund). However, BNYM Investment Adviser anticipates that, in most cases,
the potential income the Fund may derive from a loaned security would outweigh the benefit the Fund could
receive from voting the security. In addition, the ability to timely recall securities on loan is not
entirely within the control of BNYM Investment Adviser or INA. Under certain circumstances, the recall
of securities in time for such securities to be voted may not be possible due to applicable proxy voting
record dates occurring before the proxy statements are released or other administrative considerations.
Policies and Procedures; Oversight
The CCO is responsible
for confirming that INA has adopted and implemented written policies and procedures that are reasonably
designed to ensure that the Fund's proxies are voted in the best interests of the Fund. In addition,
the adequacy of such policies and procedures are reviewed at least annually, and proxy voting for the
Fund is monitored to ensure compliance with INA's procedures, as applicable, such as by sampling votes
cast for the Fund, including routine proposals as well as those that require more analysis, to determine
whether they complied with INA's Proxy Voting Procedures.
Review of Proxy
Voting
BNYM Investment Adviser reports annually to the boards on the Fund's proxy voting,
including information regarding: (1) proxy voting proposals that were voted; (2) proxy voting proposals
that were voted against the management company's recommended vote, but in accordance with the applicable
proxy voting guidelines; and (3) proxy voting proposals that were not voted, including the reasons the
proxy voting proposals were not voted.
Availability of Fund Proxy Voting
Records
Pursuant to Rule 30b1-4 under the 1940 Act, the Fund is required to file its complete
proxy voting record with the SEC on Form N-PX not later than August 31st of each year for the most recent
twelve-month period ended June 30th. In addition, this information is available, by August 31st of each
year, at www.bny.com/investments, on the SEC's website at http://www.sec.gov, and without charge, upon
request, by calling 1-800-373-9387 (inside the U.S. only). The Fund has delegated the responsibility
for gathering this information, filing Form N-PX and posting voting information to the website to BNYM
Investment Adviser, with the assistance of ISS.
SUMMARY OF INSIGHT'S PROXY VOTING POLICY
AND PROCEDURES
1. Introduction
Insight seeks to actively
exercise its rights and responsibilities in regard to proxy voting on behalf of Clients and is an essential
part of maximizing shareholder value, ensuring good governance and delivering investment performance
aligned with our Clients' long-term economic interests.
The Insight Proxy Voting
Policy ("Policy") sets out the arrangements employed by Insight Investment Management (Global) Limited,
Insight Investment Management (Europe) Limited, Insight North America LLC and Insight Investment International
Limited (collectively "Insight").
2. Policy Statement
Insight
is committed to supporting good governance practices and also voting all our proxies where it is deemed
appropriate and responsible to do so for the relevant asset class. In such cases, Insight's objective
is to vote proxies in the best interests of its Clients.
3. Scope
This
Policy applies to financial instruments with voting rights where Insight has discretionary voting authority.
Alternatively, where a Client retains control over the voting decision, Insight will only lodge votes
in instances where the client agreement hands responsibility to Insight to cast the votes on their behalf.
4. Proxy Voting Process
Insight's proxy voting activity adheres
to best-practice standards and is a component of Insight's Stewardship and Responsible Investment Policies.
In implementing its Proxy Voting Policy, Insight will take into account a number of factors used to provide
a framework for voting each proxy. These include:
Leadership: Every company should be led
by an effective board whose approach is consistent with creating sustainable long-term growth.
Strategy:
Company leadership should define a clear purpose and set long term objectives for delivering value to
shareholders.
Culture: The board should promote a diverse and inclusive culture
which strongly aligns to the values of the company. It should seek to monitor culture and ensure that
it is regularly engaging with its workforce.
Engagement with Shareholders:
The board and senior management should be transparent and engaged with existing shareholders. The board
should have a clear understanding of the views of shareholders. The board should seek to minimize unnecessary
dilution of equity and preserve the rights of existing shareholders.
Sustainability:
The board should aim to take account of environmental, social and governance risks and opportunities
when setting strategy and in their company monitoring role.
Structure: The board should have
clear division of responsibilities.
The Chair: The Independent Chair, or Lead Independent
Director, of the board should demonstrate objective judgment and promote transparency and facilitate
constructive debate to promote overall effectiveness.
The
Board: There should be an appropriate balance of executive and non-executive directors.
Non-executive directors should be evaluated for independence. No one individual should have unfettered
decision-making powers. There should be a clear division of responsibilities, between the independent
board members and the executive leadership of the company.
Resources: The board should ensure
it has sufficient governance policies, influence and resources to function effectively. Non-executive
directors should have sufficient time to fulfil their obligations to the company as directors.
Effectiveness:
The board should seek to build strong institutional knowledge to ensure long term efficient and sustainable
operations.
Appointment: There should be a formal appointment process, which ensures
that the most qualified individuals are selected for the board. This process should be irrespective of
bias to ensure appropriate diversity of the board.
Knowledge: The board should be
comprised of those with the knowledge, skills and experience to effectively discharge their duties. The
board should have sufficient independence to serve as an effective check on company management and ensure
the best outcomes for shareholders.
Evaluation: The board should be evaluated for effectiveness
on a regular basis. Board member's contributions should be considered individually.
Independence:
The board should present a fair and balanced view of the company's position and prospects.
Integrity:
The board should ensure that all reports produced accurately reflect the financial position, prospects
and risks relevant to the company. The board should ensure the independence and effectiveness of internal
and external audit functions.
Audit: The board should ensure that clear, uncontentious
accounts are produced. These should conform to the relevant best accountancy practices and accurately
represent the financial position of the company. Deviations from standard accounting practices should
be clearly documented with a corresponding rationale.
Risk: The board should ensure
the company has sound risk management and internal control systems. There should be a regular assessment
and communication of the company's emerging and principal risks.
Remuneration:
Levels of remuneration should be sufficient to attract, retain and motivate talent of the quality required
to run the company successfully.
Goal Based: The board should base remuneration on
goal-based, qualitative, discretionary cash incentives. Remuneration should consider underlying industry
and macroeconomic conditions and not be structured in a tax oriented manner.
Transparent:
Remuneration arrangements should be transparent and should avoid complexity.
Sustainable:
Remuneration should not be excessively share based and should be accurately represented and controlled
as an operational cost. The remuneration of executives should promote long term focus and respect the
interests of existing shareholders.
The relevant factors are used by Insight
to develop Voting Guidelines enabling a consistent approach to proxy voting, which are reviewed annually
by the Proxy Voting Group ("PVG") – (see section 6).
Voting activity is
most usually performed by the Chair of the PVG, a senior portfolio manager with no day to day investment
discretion. This creates an independent governance structure for voting, helping to mitigate actual and
potential conflicts of interest (see section 5).
The Chair of the PVG can seek support
from portfolio managers, who have active discretion over the securities, to provide additional input
into the voting decision such as company background. However the vote will be cast by the Chair of the
PVG or their delegate. Insight seeks to vote on all holdings with associated voting rights in one of
three ways: in support of, against, or in abstention. If the chair is unable to cast a vote, the decision
will be cast by the deputy chair. Insight uses a Voting Agent to assist in the analysis and administration
of the vote (see section 4.1). The rationale for voting for, against, or abstaining is retained on a
case-by-case basis as appropriate and reviewed by the PVG on a regular basis.
4.1 Voting Agent
To assist Insight professionals with implementing
its proxy voting strategy, Insight retains the services of an independent proxy voting service, namely
Minerva ("Voting Agent"). The Voting Agent's responsibilities include, but are not limited to, monitoring
company meeting agendas and items to be voted on, reviewing each vote against Insight's Voting Guidelines
and providing a voting analysis based upon the Voting Guidelines. The Voting Agent also identifies resolutions
that require specific shareholder judgement – often relating to corporate transactions or shareholder
resolutions. This enables Insight to review situations where the Voting Guidelines require additional
consideration or assist in the identification of potential conflicts of interest impacting the proxy
vote decision. The Chair of the PVG will review for contentious resolutions, and in the event of one
will determine if an actual or potential conflict exists in which case the resolution will be escalated
to the PVG voting committee (see section 5.1).
Voting decisions are communicated by Insight
to the Voting Agent and submitted to shareholder meetings through a specific proxy.
On
a monthly basis the Voting Agent provides reports on voting activity to Insight. Voting data is available
to Clients upon request and is posted on its website (see section 7). Insight conducts an annual due
diligence to review the Voting Guidelines and the Voting Agent's related services.
5.
Conflicts of Interest
Effective stewardship requires protecting our Clients against
any potential conflicts of interest and managing them with appropriate governance. To comply with applicable
legal and regulatory requirements, Insight believes managing perceived conflicts is as important as managing
actual conflicts.
In the course of normal business, Insight and its personnel
may encounter situations where it faces a conflict of interest or a conflict of interest could be perceived.
A conflict of interest occurs whenever the interests of Insight or its personnel could diverge from those
of a Client or when Insight or its personnel could have obligations to more than one party whose interests
are different to each other or those of Insight's Clients.
In identifying a potential
conflict situation, as a minimum, consideration will be made as to whether Insight, or a member of staff,
is likely to:
· make
a financial gain or avoid a financial loss at the expense of the Client
· present material differences in the thoughts of two PM's who
own the same security
· benefit
if it puts the interest of one Client over the interests of another Client
· gain an interest from a service provided to, or transaction
carried out on behalf of a Client which may not be in, or which may be different from, the Client's interest
· obtain
a higher than usual benefit from a third party in relation to a service provided to the Client
· receive
an inducement in relation to a service provided to the Client, in the form of monies, goods or services
other than standard commission or fee for that service or have a personal interest that could be seen
to conflict with their duties at Insight
· create
a conflict where Insight invests in firms which are Clients or potential Clients of Insight. Insight
might give preferential treatment in its research (including external communication of the same) and/or
investment management to issuers of publicly traded debt or equities which are also clients or closely
related to clients (e.g., sponsors of pension schemes). This includes financial and ESG considerations
· create
a conflict between investment teams with fixed income holdings in publicly listed firms or material differences
in the thoughts of two PM's who own the same security
5.1 Escalation of Contentious Voting Issue
When a contentious
voting issue is identified, the PVG Chairman or delegate will review, evaluate and determine whether
an actual material conflict of interest exists, and if so, will escalate the matter to the PVG voting
committee. Depending upon the nature of the material conflict of interest, Insight may elect to take
one or more of the following measures:
· removing
certain Insight personnel from the proxy voting process
· walling off personnel with knowledge of the material conflict
to ensure that such personnel do not influence the relevant proxy vote and
· voting in accordance with the applicable Voting Guidelines,
if any, if the application of the Voting Guidelines would objectively result in the casting of a proxy
vote in a predetermined manner
An unconflicted contentious resolution
will be voted by the Chair or their delegate. Where a conflict is deemed to exist the vote, widened to
the PVG voting committee, will be determined by majority vote.
The resolution of all
contentious voting issues, will be documented in order to demonstrate that Insight acted in the best
interests of its Clients. Any voting decision not resolved by the PVG will be escalated to the Insight
Chief Investment Officer ("CIO") or their delegate for additional input.
6.
Proxy Voting Group
The PVG is responsible for overseeing the implementation of
voting decisions where Insight has voting authority on behalf of Clients. The PVG meets at least quarterly,
or more frequently as required. In ensuring that votes casted are in the best interest of Clients, the
PVG will oversee the following proxy voting activities:
· Casting votes on behalf of Clients
· Voting Policy: Oversee and set the Proxy Voting Policy
· Voting
Guidelines: Oversee and set the Voting Guidelines which are reviewed and approved on an annual
basis
· Stewardship
Code & Engagement Policy: Review for consistency with Proxy Voting Policy and Voting
Guidelines
· Conflicts
of Interest: Manage conflicts when making voting instructions in line with Insight's Conflict
of Interest Policy
· Resolution
Assessment: Review upcoming votes that cannot be made using Voting Guidelines and make voting
decisions
· Voting
Agent: Appoint and monitor third-party proxy agencies, including the services they perform
for Insight in implementing its voting strategy and
· Reporting: Ensure voting activity aligns with local regulations
and standards
The PVG is chaired by a Senior Portfolio Manager (who has
no direct day to day investment discretion) and attended by portfolio management personal, the Senor
Stewardship Analyst (Deputy Chair), Corporate Risk, Compliance, and Operations personal. The PVG is
accountable to and provides quarterly updates to the Investment Management Group ("IMG").
7.
Disclosure and Recording Keeping
In
certain foreign jurisdictions, the voting of proxies can result in additional restrictions that have
an economic impact to the security, such as "share-blocking." If Insight votes on the proxy share- blocking
may prevent Insight from selling the shares of the security for a period of time. In determining whether
to vote proxies subject to such restrictions Insight, in consultation with the PVG, considers whether
the vote, either in itself or together with the votes of other shareholders, is expected to affect the
value of the security that outweighs the cost of voting. If Insight votes on a proxy and during the
"share-blocking
period" Insight would like to sell the affected security Insight, in consultation
with the PVG, will attempt to recall the shares (as allowable within the market time-frame and practices).
Insight publishes its voting activity in full on its website. This can be found
at www.insightinvestment.com/ri.
8. Proxy Voting Policy Review
Insight
will review its Proxy Voting arrangements regularly through the PVG. Insight reviews this Policy at
least annually or whenever a material change occurs and will notify Clients of any material change that
affects our ability to vote in line with the best interests of its Clients.
A
material change shall be a significant event that could impact Insight's ability to vote proxies such
Item 13. Portfolio Managers for
Closed-End Management Investment Companies.
(a)(1) The following information is as
of September 30, 2024:
Daniel Rabasco and Jeffrey Burger of Insight North America
LLC ("INA"), an affiliate of BNYM Investment Adviser, are primarily responsible for the day-to-day management
of the registrant's portfolio.
Mr. Rabasco, the head of municipal bonds
at INA, has served as a primary portfolio manager of the fund since July 2016. He has been employed
at INA or a predecessor company of INA since 1998.
Mr. Burger, a senior
portfolio manager for tax-sensitive strategies at INA, has served as a primary portfolio manager of the
fund since July 2014. He has been employed as a portfolio manager and analyst at INA or a predecessor
company of INA since 2009.
(a)(2) Information about the other accounts managed by the
fund's primary portfolio managers is provided below.
| | | | | | |
Portfolio
Manager | Registered
Investment Companies | Total Assets Managed | Other Pooled Investment Vehicles | Total
Assets Managed | Other Accounts | Total Assets Managed |
Dan
Rabasco | 13 | $6.5B | None | N/A | 60 | $2.4B |
Jeffrey
Burger | 10 | $3.4B | None | N/A | 453 | $1.8B |
None of the funds or accounts are subject to a performance-based advisory fee.
Portfolio managers may manage multiple accounts for a diverse client base, including
mutual funds, separate accounts (assets managed on behalf of private clients or institutions such as
pension funds, insurance companies and foundations), private funds, bank collective trust funds r common
trust accounts and wrap fee programs that invest in securities in which a fund may invest or that may
pursue a strategy similar to a fund's component strategies ("Other Accounts").
Potential
conflicts of interest may arise because of BNYM Investment Adviser's, INA's or a portfolio manager's
management of the Fund and Other Accounts. For example, conflicts of interest may arise with both the
aggregation and allocation of securities transactions and allocation of limited investment opportunities,
as BNYM Investment Adviser or INA may be perceived as causing accounts it manages to participate in an
offering to increase BNYM Investment Adviser's or INA's overall allocation of securities in that offering,
or to increase BNYM Investment Adviser's or INA's ability to participate in future offerings by the same
underwriter or issuer. Allocations of bunched trades, particularly trade orders that were only partially
filled due to limited availability and allocation of investment opportunities generally, could raise
a potential conflict of interest, as BNYM Investment Adviser or INA may have an incentive to allocate
securities that are expected to increase in
value to preferred accounts. Initial public offerings, in particular, are frequently
of very limited availability. A potential conflict of interest may be perceived to arise if transactions
in one account closely follow related transactions in a different account, such as when a fund purchase
increases the value of securities previously purchased by the Other Account or when a sale in one account
lowers the sale price received in a sale by a second account. Conflicts of interest may also exist with
respect to portfolio managers who also manage performance-based fee accounts, which could give the portfolio
managers an incentive to favor such Other Accounts over the corresponding funds such as deciding which
securities to allocate to a fund versus the performance-based fee account. Additionally, portfolio managers
may be perceived to have a conflict of interest if there are a large number of Other Accounts, in addition
to the Fund, that they are managing on behalf of BNYM Investment Adviser or INA. BNYM Investment Adviser
and INA periodically review each portfolio manager's overall responsibilities to ensure that he or she
is able to allocate the necessary time and resources to effectively manage the Fund. In addition, BNYM
Investment Adviser and INA could be viewed as having a conflict of interest to the extent that BNYM Investment
Adviser, INA or their affiliates and/or portfolio managers have a materially larger investment in Other
Accounts than their investment in the Fund.
Other Accounts may have investment objectives,
strategies and risks that differ from those of the Fund. For these or other reasons, the portfolio managers
may purchase different securities for the Fund and the Other Accounts, and the performance of securities
purchased for the Fund may vary from the performance of securities purchased for Other Accounts. The
portfolio manager may place transactions on behalf of Other Accounts that are directly or indirectly
contrary to investment decisions made for the Fund, which could have the potential to adversely impact
the Fund, depending on market conditions.
BNY Mellon and its affiliates, including
BNYM Investment Adviser, INA and others involved in the management, sales, investment activities, business
operations or distribution of the Fund, are engaged in businesses and have interests other than that
of managing the Fund. These activities and interests include potential multiple advisory, transactional,
financial and other interests in securities, instruments and companies that may be directly or indirectly
purchased or sold by the Fund or the Fund's service providers, which may cause conflicts that could disadvantaged
the Fund.
(a)(3) Portfolio Manager Compensation. The portfolio managers' compensation
is comprised primarily of a market-based salary and an incentive compensation plan (annual and long-term).
INA has a flexible and progressive remuneration policy which allows it to attract
and retain what it believes to be the best available talent in the industry. INA's approach to remuneration
is designed to ensure that top performance is recognized with top quartile industry pay. This includes
matching each individual with a suitable peer group that reflects competitors at every level and specialism
within the industry. The components of remuneration are base salary and variable pay which is made up
of two elements; discretionary annual cash amount and a deferral into the INA Long Term Incentive Plan.
Cash and deferred pay play a significant role in total compensation. The overall value of these payments
is based on company performance while individual payments are made with the dual aims of ensuring that
key individuals are incentivized and rewarded for their contribution and that their total remuneration
is competitive. INA also has a competitive benefits package (including eligibility for company pension
and private medical plans) broadly aligned with the firm's parent company, BNY Mellon.
Discretionary
pay is allocated following a detailed annual evaluation and performance appraisal against individual
objectives, based on key performance indicators such as mandate performance (including effective management
of risk and generation of relative returns where appropriate), contribution to team-based investment
decisions, team management and professional development. Account is also taken of non-investment related
issues such as business wins, client feedback, product and service development and internal relationship
building, as well as experience, tenure and status within the team. For investment teams, including
portfolio managers, performance is typically assessed over a multi-year framework including fund performance
over one-, three- and five-years performance cycles. This is also supported by the INA Long Term Incentive
Plan, which typically vests over three years.
The application of the above policy and
principles are reviewed at least twice each year by the INA Remuneration Committee, where compensation
proposals in respect of the relevant performance year are considered and approved.
(a)(4)
The dollar range of Fund shares beneficially owned by the primary portfolio manager is as follows as
of the end of the Fund's fiscal year:
| | |
Portfolio
Manager | Registrant Name | Dollar
Range of Registrant Shares Beneficially Owned |
Daniel
Rabasco | BNY
Mellon Strategic Municipals, Inc. | None |
Jeffrey
Burger | BNY Mellon Strategic Municipals,
Inc. | None |
Item 14. Purchases
of Equity Securities By Closed-End Management Investment Companies and Affiliated Purchasers.
Not applicable.
Item
15. Submission of Matters to a Vote of Security
Holders.
There
have been no material changes to the procedures applicable to Item 15.
Item
16. Controls and Procedures.
(a) The Registrant's principal executive and principal financial
officers have concluded, based on their evaluation of the Registrant's disclosure controls and procedures
as of a date within 90 days of the filing date of this report, that the Registrant's disclosure controls
and procedures are reasonably designed to ensure that information required to be disclosed by the Registrant
on Form N-CSR is recorded, processed, summarized and reported within the required time periods and that
information required to be disclosed by the Registrant in the reports that it files or submits on Form
N-CSR is accumulated and communicated to the Registrant's management, including its principal executive
and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
(b) There
were no changes to the Registrant's internal control over financial reporting that occurred during the
period covered by this report that have materially affected, or are reasonably likely to materially affect,
the Registrant's internal control over financial reporting.
Item 17. Disclosure
of Securities Lending Activities for Closed-End Management Investment Companies.
The Registrant did not
participate in a securities lending program this period.
Item 18. Recovery
of Erroneously Awarded Compensation.
Not
applicable.
Item 19. Exhibits.
(a)(1) Code of ethics referred to in Item 2.
(a)(2) Certifications of principal executive and principal financial officers as required
by Rule 30a-2(a) under the Investment Company Act of 1940.
(a)(3) Not
applicable.
(b) Certification of principal executive and principal financial officers as required
by Rule 30a-2(b) under the Investment Company Act of 1940.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934 and the Investment Company Act of 1940, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
BNY
Mellon Strategic Municipals, Inc.
By: /s/
David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: November 19, 2024
Pursuant to the requirements
of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this Report has been signed
below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
By: /s/ David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: November 19, 2024
By: /s/
James Windels
James Windels
Treasurer (Principal Financial Officer)
Date: November 19, 2024
EXHIBIT INDEX
(a)(1) Code of ethics referred to in Item 2.
(a)(2)
Certifications of principal executive and principal financial officers as required by Rule 30a-2(a) under
the Investment Company Act of 1940. (EX-99.CERT)
(b) Certification of principal executive and principal financial
officers as required by Rule 30a-2(b) under the Investment Company Act of 1940. (EX-99.906CERT)
THE
BNY MELLON FAMILY OF FUNDS
BNY MELLON FUNDS TRUST
Principal Executive Officer and Senior Financial Officer
Code
of Ethics
I. Covered Officers/Purpose
of the Code
This code of ethics (the "Code"), adopted by the funds in the BNY Mellon Family
of Funds and BNY Mellon Funds Trust (each, a "Fund"), applies to each Fund's Principal Executive Officer,
Principal Financial Officer, Principal Accounting Officer or Controller, or other persons performing
similar functions, each of whom is listed on Exhibit A (the "Covered Officers"),
for the purpose of promoting:
· honest
and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between
personal and professional relationships;
· full,
fair, accurate, timely and understandable disclosure in reports and documents that the Fund files with,
or submits to, the Securities and Exchange Commission (the "SEC") and in other public communications
made by the Fund;
· compliance
with applicable laws and governmental rules and regulations;
· the prompt internal reporting of violations of the Code to
an appropriate person or persons identified in the Code; and
· accountability for adherence to the Code.
Each
Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations
that may give rise to actual as well as apparent conflicts of interest.
II. Covered Officers Should Handle Ethically Actual and Apparent
Conflicts of Interest
Overview. A "conflict of interest" occurs when a Covered Officer's private
interest interferes with the interests of, or his service to, the Fund. For example, a conflict of interest
would arise if a Covered Officer, or a member of his family, receives improper personal benefits as a
result of his position with the Fund.
Certain conflicts of interest arise out
of the relationships between Covered Officers and the Fund and already are subject to conflict of interest
provisions in the Investment Company Act of 1940, as amended (the "Investment Company Act"), and the
Investment Advisers Act of 1940, as amended (the "Investment Advisers Act"). For example, Covered Officers
may not individually engage in certain transactions (such as the purchase or sale of securities or other
property) with the Fund because of their status as "affiliated persons" of the Fund. The compliance
programs and procedures of the Fund and the Fund's investment adviser (the "Adviser") are designed to
prevent, or identify and correct, violations of these provisions. The Code does not, and is not intended
to, repeat or replace these programs and procedures, and the circumstances they cover fall outside of
the parameters of the Code.
Although typically not presenting an opportunity for improper
personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Fund
and the Adviser of which the Covered Officers are also officers or employees. As a result, the Code
recognizes that the Covered Officers, in the ordinary course of their duties (whether formally for the
Fund or for the Adviser, or for both), will be involved in establishing policies and implementing decisions
that will have different effects on the Adviser and the Fund. The participation of the Covered Officers
in such activities is inherent in the contractual relationship between the Fund and the Adviser and is
consistent with the performance by the Covered Officers of their duties as officers of the Fund and,
if addressed in conformity with the provisions of the Investment Company Act and the Investment Advisers
Act, will be deemed to have been handled ethically. In addition, it is
recognized by the Fund's Board that the Covered Officers also may be officers
or employees of one or more other investment companies covered by this or other codes of ethics.
Other conflicts of interest are covered by the Code, even if such conflicts of
interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act.
Covered Officers should keep in mind that the Code cannot enumerate every possible scenario. The overarching
principle of the Code is that the personal interest of a Covered Officer should not be placed improperly
before the interest of the Fund.
Each Covered Officer must:
· not use his personal influence or personal relationships improperly
to influence investment decisions or financial reporting by the Fund whereby the Covered Officer would
benefit personally to the detriment of the Fund;
· not cause the Fund to take action, or fail to take action,
for the individual personal benefit of the Covered Officer rather than the benefit of the Fund; and
· not
retaliate against any employee or Covered Officer for reports of potential violations that are made in
good faith.
III. Disclosure
and Compliance
· Each
Covered Officer should familiarize himself with the disclosure requirements generally applicable to the
Fund within his area of responsibility;
· each
Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Fund
to others, whether within or outside the Fund, including to the Fund's Board members and auditors, and
to governmental regulators and self-regulatory organizations;
· each Covered Officer should, to the extent appropriate within
his area of responsibility, consult with other officers and employees of the Fund and the Adviser with
the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents
the Fund files with, or submits to, the SEC and in other public communications made by the Fund; and
· it
is the responsibility of each Covered Officer to promote compliance with the standards and restrictions
imposed by applicable laws, rules and regulations.
IV. Reporting and Accountability
Each
Covered Officer must:
· upon
adoption of the Code (or thereafter, as applicable, upon becoming a Covered Officer), affirm in writing
to the Board that he has received, read, and understands the Code;
· annually thereafter affirm to the Board that he has complied
with the requirements of the Code; and
· notify
the Adviser's General Counsel (the "General Counsel") promptly if he knows of any violation of the Code.
Failure to do so is itself a violation of the Code.
The General Counsel
is responsible for applying the Code to specific situations in which questions are presented under it
and has the authority to interpret the Code in any particular situation. However, waivers sought by
any Covered Officer will be considered by the Fund's Board.
The Fund will follow
these procedures in investigating and enforcing the Code:
· the General Counsel will take all appropriate action to investigate
any potential violations reported to him;
· if,
after such investigation, the General Counsel believes that no violation has occurred, the General Counsel
is not required to take any further action;
· any matter that the General Counsel believes is a violation
will be reported to the Board;
· if
the Board concurs that a violation has occurred, it will consider appropriate action, which may include:
review of, and appropriate modifications to, applicable policies and procedures; notification to appropriate
personnel of the Adviser or its board; or dismissal of the Covered Officer;
· the Board will be responsible for granting waivers, as appropriate;
and
· any
waivers of or amendments to the Code, to the extent required, will be disclosed as provided by SEC rules.
V. Other Policies and Procedures
The Code shall be the sole code of ethics adopted by the Fund for purposes of
Section 406 of the Sarbanes-Oxley Act of 2002 and the rules and forms applicable to registered investment
companies thereunder. The Fund's, its principal underwriter's and the Adviser's codes of ethics under
Rule 17j-1 under the Investment Company Act and the Adviser's additional policies and procedures, including
its Code of Conduct, are separate requirements applying to the Covered Officers and others, and are not
part of the Code.
VI. Amendments
Except as to Exhibit A, the Code may not be amended except in written form, which
is specifically approved or ratified by a majority vote of the Fund's Board, including a majority of
independent Board members.
VII. Confidentiality
All
reports and records prepared or maintained pursuant to the Code will be considered confidential and shall
be maintained and protected accordingly. Except as otherwise required by law or the Code, such matters
shall not be disclosed to anyone other than the appropriate Funds and their counsel, the appropriate
Boards (or Committees) and their counsel and the Adviser.
VIII. Internal Use
The Code is intended
solely for the internal use by the Fund and does not constitute an admission, by or on behalf of the
Fund, as to any fact, circumstance, or legal conclusion.
Dated as of: January
14, 2021
Exhibit A
Persons Covered by the Code of Ethics
| | |
David
J. DiPetrillo | President | (Principal Executive Officer, BNY Mellon Family of Funds) |
| | |
Patrick
T. Crowe | President | (Principal
Executive Officer, BNY Mellon Funds Trust) |
| | |
James M. Windels | Treasurer | (Principal Financial and Accounting Officer) |
[EX-99.CERT]—Exhibit (a)(2)
SECTION
302 CERTIFICATION
I, David J. DiPetrillo, certify that:
1.
I have reviewed this report on Form N-CSR of BNY Mellon Strategic Municipals, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include a statement of cash flows)
of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940)
and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company
Act of 1940) for the registrant and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the
effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90
days prior to the filing date of this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal control over financial reporting.
By: /s/
David J. DiPetrillo
David
J. DiPetrillo
President
(Principal Executive Officer)
Date: November 19, 2024
SECTION 302 CERTIFICATION
I, James Windels, certify that:
1.
I have reviewed this report on Form N-CSR of BNY Mellon Strategic Municipals, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit
to state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report,
fairly present in all material respects the financial condition, results of operations, changes in net
assets, and cash flows (if the financial statements are required to include a statement of cash flows)
of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940)
and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company
Act of 1940) for the registrant and have:
(a) Designed such
disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) Designed such
internal control over financial reporting, or caused such internal control over financial reporting to
be designed under our supervision, to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles;
(c) Evaluated the
effectiveness of the registrant's disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90
days prior to the filing date of this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant's internal control over financial reporting that
occurred during the period covered by this report that has materially affected, or is reasonably likely
to materially affect, the registrant's internal control over financial reporting; and
5.
The registrant's other certifying officer(s) and I have disclosed to the registrant's auditors and the
audit committee of the registrant's board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in
the design or operation of internal control over financial reporting which are reasonably likely to adversely
affect the registrant's ability to record, process, summarize, and report financial information; and
(b) Any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrant's internal control over financial reporting.
By: /s/
James Windels
James
Windels
Treasurer
(Principal Financial Officer)
Date: November 19, 2024
[EX-99.906CERT]
Exhibit (b)
SECTION
906 CERTIFICATIONS
In connection with this report on Form
N-CSR for the Registrant as furnished to the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned hereby certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) the
Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act
of 1934, as applicable; and
(2) the information contained in the Report fairly presents, in
all material respects, the financial condition and results of operations of the Registrant.
By: /s/
David J. DiPetrillo
David J. DiPetrillo
President (Principal Executive Officer)
Date: November
19, 2024
By: /s/
James Windels
James
Windels
Treasurer
(Principal Financial Officer)
Date: November 19, 2024
This certificate is furnished
pursuant to the requirements of Form N-CSR and shall not be deemed "filed" for purposes of Section 18
of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section, and shall
not be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the
Securities Exchange Act of 1934.
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