BNY Mellon Funds Seek Board Consolidation for Efficiency

TL;DR

**BNY Mellon is consolidating fund boards for efficiency, which is a smart move to cut costs and streamline governance.**

AI Summary

BNY Mellon Investment Funds I and other funds within the BNY Mellon Family of Funds are holding a special shareholder meeting on November 20, 2025, to elect Board members. The primary objective is to consolidate the Boards of these funds, aiming for administrative efficiencies. All nominees are current Board members and Independent Board Members, meaning they are not affiliated with BNY Mellon Investment Adviser, Inc. Shareholders of record as of September 19, 2025, are entitled to vote. The meeting will be held virtually, and shareholders can vote by mail, internet, telephone, or during the virtual meeting. Key nominees include Andrew J. Donohue, Joan L. Gulley, Alan H. Howard, and Bradley J. Skapyak, with specific roles and tenures detailed. The Board emphasizes its oversight role in risk management, interacting regularly with service providers and receiving reports on investment, compliance, and operational risks. The current Board leadership structure, with an Independent Board Member as Chairman, is deemed appropriate given the funds' characteristics and the Investment Adviser's role.

Why It Matters

This DEF 14A filing signals a strategic move by BNY Mellon to streamline governance across its fund family by consolidating Boards. For investors, this could lead to reduced administrative expenses, potentially improving net returns, though the direct financial impact isn't quantified. Employees and customers might see enhanced operational consistency. In the competitive asset management landscape, such efficiency gains are crucial for maintaining cost-effectiveness and potentially attracting new capital, as competitors like Vanguard and BlackRock continuously optimize their structures.

Risk Assessment

Risk Level: low — The risk level is low because the proposal is for the election of existing Independent Board Members to consolidate boards, aiming for administrative efficiencies. There are no indications of significant changes to investment strategy or management, and the filing explicitly states the goal is to save on fund expenses, which benefits shareholders.

Analyst Insight

Investors should vote in favor of the proposed Board member elections to support the administrative efficiencies and potential cost savings. Review the qualifications of the nominated Independent Board Members to ensure confidence in their continued oversight.

Financial Highlights

total Assets

Not Disclosed

total Debt

Not Disclosed

Key Numbers

• 2025-09-26 — Filing Date (Date the DEF 14A was filed)
• 2025-11-20 — Meeting Date (Date of the Special Meeting of Shareholders)
• 2025-09-19 — Record Date (Shareholders of record on this date are entitled to vote)
• 40% — Minimum Independent Board Members (Required by the 1940 Act for each Fund's Board)
• 1-800-581-5238 — Proxy Solicitor Phone Number (Contact for shareholder questions regarding voting)

Key Players & Entities

• BNY Mellon Investment Funds I (company) — Registrant for DEF 14A filing
• BNY Mellon Family of Funds (company) — Umbrella organization for the funds
• November 20, 2025 (date) — Date of special shareholder meeting
• September 19, 2025 (date) — Record date for shareholders entitled to vote
• David DiPetrillo (person) — President of The BNY Mellon Family of Funds
• Sarah S. Kelleher (person) — Secretary of The BNY Mellon Family of Funds
• Equiniti Fund Solutions (company) — Funds' proxy solicitor
• Andrew J. Donohue (person) — Nominee for Board Member, BNYMIFI, BNYMIFII, BNYMIFIII, BNYMIFIV
• Joan L. Gulley (person) — Nominee for Board Member, BNYMAIF, BNYMCAFMBF, BNYMIMBF, BNYMMF, BNYMSF, BNYMSFI
• Alan H. Howard (person) — Nominee for Board Member, BNYMAIF, BNYMCAFMBF, BNYMIMBF, BNYMMF, BNYMSF, BNYMSFI

FAQ

Risk Factors

• Compliance with Investment Company Act of 1940 [medium — regulatory]: The Funds are registered under the Investment Company Act of 1940, which imposes strict regulations on their operations, including governance, disclosure, and investment activities. Failure to comply with these regulations can result in significant penalties and reputational damage.
• Reliance on Service Providers [medium — operational]: The Funds rely on various service providers, including BNY Mellon Investment Adviser, Inc., for investment management, and other third parties for administration, custody, and distribution. Any failure or disruption in services from these providers could adversely affect the Funds' operations and performance.
• Virtual Meeting Format Risks [low — operational]: Holding the shareholder meeting in a virtual-only format may present technical challenges or limit accessibility for some shareholders, potentially impacting participation and the ability to conduct business if a quorum is not met. Contingency plans for in-person meetings are in place but rely on timely announcements.

Industry Context

The mutual fund industry, particularly within the BNY Mellon Family of Funds, is characterized by intense competition and a strong emphasis on administrative efficiency and robust governance. Funds are increasingly consolidating to reduce operational costs and streamline management. Regulatory oversight remains a critical factor, with adherence to the Investment Company Act of 1940 being paramount for all registered investment companies.

Regulatory Implications

The proposed consolidation of Boards aims to enhance administrative efficiencies, which is a common strategy in the fund industry. However, the Funds must ensure that any consolidation complies with the Investment Company Act of 1940, particularly regarding the independence of Board members (minimum 40% independent) and their fiduciary duties to shareholders.

What Investors Should Do

1. Vote your proxy
2. Review the proxy statement
3. Utilize convenient voting methods
4. Register for the virtual meeting if attending

Key Dates

• 2025-09-26: Filing Date — Indicates when the proxy statement was officially submitted to regulatory bodies, marking the beginning of the formal disclosure period for the upcoming shareholder meeting.
• 2025-09-19: Record Date — Determines which shareholders are eligible to vote at the special meeting, establishing the ownership cut-off for voting rights.
• 2025-11-20: Meeting Date — The date of the special shareholder meeting where key proposals, such as the election of Board members, will be voted upon.
• 2025-11-18: Registration Deadline for Virtual Meeting — Shareholders holding shares through intermediaries must register by this date to attend the virtual meeting, ensuring they have the necessary credentials to participate.

Glossary

DEF 14A

A definitive proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies and registered investment companies to solicit shareholder votes. (This document provides detailed information about the matters to be voted on at the shareholder meeting, including the election of directors and any other proposals.)

Investment Company Act of 1940

A U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (Governs many aspects of the Funds' structure, governance, and operations, including the requirement for independent board members.)

Proxy Statement

A document that is required by the SEC to be sent to shareholders before a shareholder meeting. It contains information about the matters to be voted on, including the background of nominees for the board of directors. (This is the primary document shareholders receive to understand the proposals and make informed voting decisions.)

Independent Board Member

A director or trustee of a fund who is not an officer or employee of the fund's investment adviser or its affiliates, and who meets other independence criteria. (Ensures that the Board can exercise objective oversight of the fund's management and operations, acting in the best interests of shareholders.)

Quorum

The minimum number of shareholders or shares that must be represented at a meeting for business to be legally transacted. (A quorum is necessary for the shareholder meeting to proceed with voting on proposals; failure to achieve a quorum can lead to adjournment and additional costs.)

Virtual Meeting Format

A shareholder meeting conducted entirely online, allowing participants to attend and vote remotely via the internet. (This is the format for the upcoming special meeting, offering convenience but also introducing potential technical considerations.)

Year-Over-Year Comparison

This filing pertains to a special meeting for board elections and consolidation, not an annual report. Therefore, direct year-over-year comparisons of financial metrics like revenue or net income are not applicable. The focus is on governance and operational efficiency, with the key change being the proposed consolidation of fund boards to achieve administrative efficiencies, a strategic move rather than a performance-driven one.

Filing Documents

• proxy.htm (DEF 14A) — 1164KB
• image00001.jpg (GRAPHIC) — 235KB
• image00002.jpg (GRAPHIC) — 154KB
• image00003.jpg (GRAPHIC) — 233KB
• image00004.jpg (GRAPHIC) — 155KB
• stradleylogo.jpg (GRAPHIC) — 21KB
• 0002071844-25-000075.txt ( ) — 2287KB
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From the Filing

DEF 14A 1 proxy.htm SCHEDULE 14A (RULE 14A-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. __) Filed by the Registrant [X] Filed by a Party other than the [_] Registrant Check the appropriate box: [ ] Preliminary Proxy Statement [_] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [X] Definitive Proxy Statement [_] Definitive Additional Materials [_] Soliciting Materials under Rule 14a-12 BNY Mellon Absolute Insight Funds, Inc. BNY Mellon California AMT-Free Municipal Bond Fund, Inc. BNY Mellon Intermediate Municipal Bond Fund, Inc. BNY Mellon Investment Funds I BNY Mellon Investment Funds II, Inc. BNY Mellon Investment Funds III BNY Mellon Investment Funds IV, Inc. BNY Mellon Municipal Funds, Inc. BNY Mellon Stock Funds BNY Mellon Strategic Funds, Inc. (Name of each Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (check the appropriate box): [X] No fee required. [_] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11: (4) Proposed maximum aggregate value of transaction: (5) Total Fee Paid: [_] Fee paid previously with preliminary materials. [_] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: THE BNY MELLON FAMILY OF FUNDS c/o BNY Mellon Investment Adviser, Inc. 240 Greenwich Street New York, New York 10286 1-800-373-9387 www.bny.com/investments September 26, 2025 Dear Shareholder: Your fund(s) and certain other funds in the BNY Mellon Family of Funds will hold special shareholder meetings on November 20, 2025 in a virtual meeting format only. Shareholders of each of these funds will be asked to elect Board members of their funds. All of the nominees are current Board members of some or all of these funds. The election of additional Board members to your fund is being proposed primarily to consolidate the Boards of these funds. Consolidating the Boards of the funds may provide certain administrative efficiencies for the funds. The enclosed combined proxy Since the proposal to elect Board members is common to these funds, we have combined the proxy statement to save on fund expenses. If you own shares of more than one of these funds, the combined proxy statement also may save you the time of reading more than one document before you vote. If you own shares of more than one of these funds on the record date for the meeting, please note that each fund has a separate proxy card. You should vote one proxy card for each fund in which you own shares . Remember, your vote is extremely important, no matter how large or small your fund holdings. By voting promptly, you can help avoid additional costs that are incurred with follow-up letters and calls. To vote, you may use any of the following methods: By Mail . Please complete, date and sign the enclosed proxy card(s) and mail it in the enclosed, postage-paid envelope. Over the Internet . Have your proxy card available. Go to the website listed on the proxy card. Enter your control number from your proxy card. Follow the instructions on the website. By Telephone . Have your proxy card available. Call the toll-free number listed on the proxy card. Enter your control number from your proxy card. Follow the recorded instructions. At the Meeting . You will not be able to attend the meeting physically, but you may attend the meeting virtually and vote over the Internet during the meeting. The meeting will be conducted over the Internet in a virtual meeting format only. However, i f it is determined that the meeting will be held in person, we will make an announcement in the manner discussed in the Notice of Special Meeting of Shareholders. We encourage you to vote over the Internet or by telephone using the number that appears on your proxy card(s). These voting methods will save the funds money because they would not have to pay for return-mail postage. If you later decide to attend the meeting virtually, you may revoke your proxy and vote your shares over the Internet during the meeting. Whichever voting method you choose, please take the time to read the full text of the combined proxy statement before you vote. Your vote is very important to us. If you have any questions be

View Full Filing

View this DEF 14A filing on SEC EDGAR