BNY Mellon Funds Seek Board Consolidation for Efficiency

TL;DR

**BNY Mellon is consolidating fund boards for 'administrative efficiencies' – a smart cost-cutting play that should benefit shareholders.**

AI Summary

BNY Mellon Absolute Insight Funds, Inc. and several other BNY Mellon funds are holding a special shareholder meeting on November 20, 2025, to elect Board members. The primary objective of this election is to consolidate the Boards of these funds, aiming for administrative efficiencies. All nominees are current Board members of some or all of the funds and are classified as Independent Board Members. Shareholders of record as of September 19, 2025, are eligible to vote. The meeting will be held virtually, and shareholders can vote by mail, internet, telephone, or during the virtual meeting. The combined proxy statement is intended to reduce fund expenses and shareholder reading time. The Boards emphasize their oversight role, interacting with service providers like BNY Mellon Investment Adviser, Inc., and receiving reports on risk management, including investment, valuation, and compliance 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 multiple funds by consolidating their Boards. For investors, this could lead to reduced administrative expenses, potentially improving net returns, though the direct financial impact is not quantified. Employees of BNY Mellon Investment Adviser, Inc. and other service providers will continue their day-to-day management roles, with Board oversight remaining a critical function. In the broader market, this consolidation reflects a trend towards operational efficiency in the competitive asset management industry, where cost savings can be a significant differentiator. Customers may benefit from a more unified and potentially more agile governance structure.

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, primarily for 'administrative efficiencies.' There are no indications of changes to investment strategies, fees, or management, and all nominees are current Board members, suggesting continuity and stability.

Analyst Insight

Investors should vote in favor of the proposed Board member elections to support the administrative efficiencies BNY Mellon aims to achieve. This move is unlikely to negatively impact fund performance and may lead to minor cost savings. Ensure you vote for each fund you hold shares in by the November 20, 2025 meeting date.

Key Numbers

• 2025-09-19 — Record Date (Shareholders of record on this date are entitled to vote)
• 2025-11-20 — Special Meeting Date (Date of the virtual shareholder meeting)
• 40% — Minimum Independent Board Members (Required by the 1940 Act for each Fund's Board)
• 1-800-373-9387 — Shareholder Services Phone (Toll-free number for BNY Shareholder Services)
• 1-800-581-5238 — Proxy Solicitor Phone (Toll-free number for Equiniti Fund Solutions)

Key Players & Entities

• BNY Mellon Absolute Insight Funds, Inc. (company) — Registrant for DEF 14A filing
• BNY Mellon Investment Adviser, Inc. (company) — Investment Adviser to the Funds
• David DiPetrillo (person) — President of The BNY Mellon Family of Funds
• Sarah S. Kelleher (person) — President and Secretary of The BNY Mellon Family of Funds
• Equiniti Fund Solutions (company) — Funds' proxy solicitor
• Andrew J. Donohue (person) — Nominee for Board Member
• Joan L. Gulley (person) — Nominee for Board Member
• Alan H. Howard (person) — Nominee for Board Member
• Bradley J. Skapyak (person) — Nominee for Board Member
• Joseph S. DiMartino (person) — Continuing Board Member for certain Funds

FAQ

Risk Factors

• Compliance with 1940 Act [medium — regulatory]: The Funds are registered under the Investment Company Act of 1940. The Boards are responsible for overseeing the Funds' compliance with the provisions of the 1940 Act and applicable regulations. Failure to comply could result in regulatory action and penalties.
• Virtual Meeting Format Risks [low — operational]: The special shareholder meeting will be held virtually. This format introduces potential risks related to technology failures, cybersecurity threats, and ensuring all shareholders can effectively participate and vote, which could impact the validity of meeting outcomes.
• Consolidation of Boards [low — operational]: The primary purpose of the meeting is to consolidate Boards. While intended for administrative efficiencies, this consolidation could introduce operational complexities in governance and oversight if not managed effectively, potentially impacting decision-making processes.

Industry Context

The mutual fund industry, particularly for large asset managers like BNY Mellon, is characterized by intense competition, a focus on cost efficiency, and increasing regulatory scrutiny. Funds are continuously seeking ways to streamline operations and reduce expenses to remain competitive and attractive to investors. Consolidation of fund structures and boards is a strategy employed to achieve these efficiencies.

Regulatory Implications

The proposed consolidation of Boards and election of members are subject to regulations under the Investment Company Act of 1940, which requires specific governance standards, including a majority of independent directors. The virtual meeting format also introduces considerations for ensuring shareholder participation and vote validity under regulatory frameworks.

What Investors Should Do

1. Review the combined proxy statement carefully to understand the qualifications of the nominees and the implications of Board consolidation.
2. Vote your proxy promptly using mail, internet, or telephone, or by attending the virtual meeting.
3. Ensure you vote a separate proxy card for each BNY Mellon fund in which you hold shares.

Key Dates

• 2025-09-19: Record Date — Shareholders of record on this date are entitled to vote at the special meeting.
• 2025-11-20: Special Meeting Date — Date of the virtual shareholder meeting where Board members will be elected.
• 2025-11-18: Registration Deadline for Virtual Meeting — Shareholders must register by this date to attend the virtual meeting, especially those holding shares through intermediaries.

Glossary

DEF 14A

A definitive proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies and mutual funds. It contains detailed information for shareholders regarding matters to be voted on at a shareholder meeting. (This document is the proxy statement for the BNY Mellon Absolute Insight Funds, Inc. and related funds, outlining the proposal to elect Board members.)

1940 Act

The Investment Company Act of 1940, a U.S. federal law that regulates the organization and operation of mutual funds and other investment companies. (The Act mandates certain governance structures, such as requiring a minimum percentage of independent Board members, which is relevant to the election of Board members.)

Proxy Card

A document that authorizes a designated person to vote shares on behalf of the shareholder at a shareholder meeting. (Shareholders will receive proxy cards to vote on the election of Board members, and these cards are used for mail, internet, and telephone voting.)

Independent Board Member

A member of a fund's Board of Directors or Trustees who is not considered an 'interested person' of the fund, as defined by the 1940 Act. They are crucial for objective oversight. (All nominees for the Board are classified as Independent Board Members, emphasizing their role in independent oversight of the funds.)

Quorum

The minimum number of shareholders or their proxies required to be present at a meeting for business to be legally transacted. (The filing stresses the importance of voting to ensure a quorum is met, preventing adjournment and additional costs.)

Year-Over-Year Comparison

This filing is a proxy statement for a special meeting and does not contain comparative financial performance metrics typically found in annual reports (10-K) or semi-annual reports (10-Q). Therefore, a direct comparison of revenue growth, margin changes, or new risks versus a previous filing is not applicable in this context. The focus is on governance and shareholder voting on Board elections.

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

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View this DEF 14A filing on SEC EDGAR